                             TABLE OF CONTENTS


CHAPTER ONE - INTRODUCTION

     UNREGISTERED POWER OF ATTORNEY                         Form No.101
     REGISTERED POWER OF ATTORNEY                           Form No.102
     ONE COMPANY                                            Form No.103
     ONE PERSON                                             Form No.104
     ONE COMPANY AND ONE PERSON                             Form No.105
     MORE THAN ONE COMPANY                                  Form No.106
     MORE THAN ONE PERSON                                   Form No.107


CHAPTER TWO - BUYING/SELLING

     REQUEST FOR PRICE QUOTE                                Form No.201
     NOTICE OF C.O.D. TERMS                                 Form No.202
     CONFIRMATION OF VERBAL ORDER                           Form No.203
     ACKNOWLEDGEMENT AND ACCEPTANCE OF ORDER                Form No.204
     ACCEPTANCE OF ORDER WITH DELIVERY IN LOTS              Form No.205
     SUPPLIERS DEMAND FOR INSTRUCTIONS                      Form No.206
     NOTICE OF WITHHELD DELIVERY                            Form No.207
     SALE ON APPROVAL ACKNOWLEDGEMENT                       Form No.208
     SALE ON CONSIGNMENT ACKNOWLEDGEMENT                    Form No.209
     NOTICE OF RETURN OF GOODS SOLD ON APPROVAL             Form No.210
     ACKNOWLEDGED RECEIPT OF GOODS                          Form No.211
     ACKNOWLEDGEMENT OF MODIFIED TERMS                      Form No.212
     NOTICE OF DISPATCH                                     Form No.213
     NOTICE TO CANCEL SHIPMENT OF BACK-ORDERED GOODS        Form No.214
     DEMAND FOR DELIVERY                                    Form No.215
     DEMAND FOR ACKNOWLEDGEMENT OF SHIPPING DATES           Form No.216
     NOTICE OF REJECTION OF GOODS                           Form No.217
     NOTICE TO ELECT TO ACCEPT DAMAGED GOODS                Form No.218
     NOTICE OF DEFECTIVE GOODS                              Form No.219
     NOTICE OF NONCONFORMING GOODS                          Form No.220
     NOTICE TO CANCEL ENTIRE ORDER                          Form No.221
     NOTICE OF REFUSAL TO ACCEPT DELIVERY                   Form No.222
     NOTICE OF RESALE                                       Form No.223
     NOTICE TO STOP GOODS IN TRANSIT                        Form No.224
     NOTICE OF RECLAMATION                                  Form No.225
     NOTICE OF CLAIM OF DEFECTIVE GOODS                     Form No.226
     DISPUTED BALANCE NOTICE                                Form No.227
     PAYMENT ON SPECIFIC ACCOUNTS                           Form No.228
     CONSIGNMENT AGREEMENT                                  Form No.229



CHAPTER THREE - PROTECTING YOUR ASSETS

     PERMISSION TO USE QUOTE, PHOTOGRAPH
     OR PERSONAL STATEMENT                                  Form No.301
     PERMISSION TO USE COPYRIGHTED MATERIAL                 Form No.302
     ACKNOWLEDGEMENT OF UNSOLICITED IDEAS                   Form No.303
     CONFIDENTIALITY AGREEMENT BETWEEN FIRMS                Form No.304
     INDEMNITY AGREEMENT                                    Form No.305
     GENERAL NON-COMPETITION AGREEMENT                      Form No.306
     APPLICATION FOR TRADE MARK                             Form No.307
     APPLICATION FOR REGISTRATION OF AN INDUSTRIAL DESIGN   Form No.308



CHAPTER FOUR - LENDING/DEBT

     DEMAND NOTE                                            Form No.401
     BANK RATE NOTE                                         Form No.402
     PROMISSORY NOTE AND STATEMENT OF DISCLOSURE            Form No.403
     FIXED DATE NOTE                                        Form No.404
     JOINT AND SEVERAL NOTE                                 Form No.405
     INSTALMENT NOTE                                        Form No.406
     NOTE TO SETTLE ACCOUNT PAYABLE                         Form No.407
     PROMISSORY NOTE (Long Form)                            Form No.408
     SECURITY AGREEMENT (short form)                        Form No.409
     GENERAL SECURITY AGREEMENT                             Form No.410
     SECURITY AGREEMENT (where goods deposited)             Form No.411
     SECURITY AGREEMENT (stocks and bonds)                  Form No.412
     NOTICE OF PURCHASE MONEY SECURITY INTEREST             Form No.413
     SUBORDINATION AGREEMENT (short, limited)               Form No.414
     SUBORDINATION AGREEMENT (to secured creditor)          Form No.415
     GUARANTEE                                              Form No.416
     GENERAL GUARANTEE                                      Form No.417
     NOTICE OF REVOCATION OF GUARANTEE                      Form No.418



CHAPTER FIVE - CREDIT/COLLECTION

     ACKNOWLEDGEMENT OF RECEIPT                             Form No.501
     NOTICE OF DEFAULT ON PROMISSORY NOTE                   Form No.502
     NOTICE OF DEMAND TO ENDORSERS                          Form No.503
     NOTICE OF DEMAND ON GUARANTOR                          Form No.504
     NOTICE OF DEMAND FOR DELIVERY UP OF COLLATERAL         Form No.505
     NOTICE OF AUCTION OF COLLATERAL                        Form No.506
     NOTICE OF PRIVATE SALE OF COLLATERAL                   Form No.507
     DISCHARGE OF SECURITY INTEREST                         Form No.508
     SETTLEMENT OFFER ON DISPUTED
     AMOUNT (Made without prejudice)                        Form No.509
     AGREEMENT TO EXTEND DEBT PAYMENT                       Form No.510
     AGREEMENT OF COMPROMISE DEBT                           Form No.511
     BUSINESS CREDIT APPLICATION                            Form No.512
     REPLY TO REQUEST ABOUT CREDIT REJECTION                Form No.513
     UNLIMITED GUARANTEE RESPECTING CREDIT                  Form No.514
     NOTICE OF CREDIT LIMIT                                 Form No.515
     COLLECTION REPORT                                      Form No.516
     NOTICE OF OVERDUE ACCOUNT                              Form No.517
     REQUEST FOR PAYMENT                                    Form No.518
     SECOND REQUEST FOR PAYMENT                             Form No.519
     FINAL NOTICE BEFORE LEGAL ACTION                       Form No.520
     REPLY TO OFFER OF INSTALLMENT PAYMENT                  Form No.521
     REQUEST TO SOLICITOR OR COLLECTION AGENCY              Form No.522
     REQUEST FOR REPORT                                     Form No.523
     DEBT ACKNOWLEDGEMENT                                   Form No.524
     RECEIPT                                                Form No.525
     DRAFT                                                  Form No.526
     NOTICE OF DISHONORED CHEQUE                            Form No.527
     NOTICE TO BANK TO STOP PAYMENT ON CHEQUE               Form No.528
     CANCELLATION OF STOP PAYMENT ORDER                     Form No.529



CHAPTER SIX - EMPLOYMENT

     REQUEST FOR REFERENCE                                  Form No.601
     ACKNOWLEDGEMENT OF APPLICATION                         Form No.602
     PRE-EMPLOYMENT CHECKLIST                               Form No.603
     LETTER CONFIRMING EMPLOYMENT                           Form No.604
     EMPLOYMENT AGREEMENT (long)                            Form No.605
     EMPLOYMENT AGREEMENT (short)                           Form No.606
     EMPLOYMENT BENEFITS CHARGEBACK                         Form No.607
     EXPENSE ACCOUNT STATEMENT                              Form No.608
     AUTHORIZATION AND CONSENT FOR RELEASE OF INFORMATION   Form No.609
     NON-COMPETITION AGREEMENT (employee)                   Form No.610
     NON-COMPETITION AGREEMENT (Specific Accounts)          Form No.611
     NON-COMPETITION AGREEMENT (Specific Radius)            Form No.612
     NOTICE OF UNSATISFACTORY PERFORMANCE                   Form No.613
     FINAL WARNING BEFORE DISMISSAL                         Form No.614
     RESIGNATION                                            Form No.615
     RESIGNATION (with acknowledgement)                     Form No.616
     TERMINATION OF EMPLOYMENT                              Form No.617
     EMPLOYEE INVENTION AGREEMENT                           Form No.618
     CONFIDENTIAL INFORMATION AGREEMENT                     Form No.619



CHAPTER SEVEN - RENTING/LEASING

     SHORT FORM OF LEASE (COMMERCIAL)                       Form No.701
     SHORT FORM OF LEASE (residential)                      Form No.702
     SCHEDULE "B"                                           Form No.703
     NOTICE OF LEASE                                        Form No.704
     AMENDMENT OF LEASE                                     Form No.705
     EXTENSION OF LEASE                                     Form No.706
     ASSIGNMENT OF LEASE                                    Form No.707
     SUBLEASE AGREEMENT                                     Form No.708
     NON-DISTURBANCE AGREEMENT                              Form No.709
     SURRENDER OF LEASE                                     Form No.710
     WAIVER OF AGREEMENT RE FIXTURES                        Form No.711
     NOTICE EXERCISING OPTION TO RENEW                      Form No.712
     NOTICE TO QUIT FOR NONPAYMENT OF RENT OR OTHER BREACH  Form No.713
     NOTICE TO TERMINATE TENANCY-AT-WILL (By Landlord)      Form No.714
     NOTICE TO TERMINATE TENANCY-AT-WILL (By Tenant)        Form No.715



CHAPTER EIGHT - TRANSFERS/ASSIGNMENTS

     CONTRACT FOR SALE OF PERSONAL PROPERTY                 Form No.801
     GENERAL ASSIGNMENT                                     Form No.802
     ASSIGNMENT OF PURCHASE AGREEMENT (land purchase)       Form No.803
     ASSIGNMENT OF INCOME (contract)                        Form No.804
     ASSIGNMENT OF ACCOUNTS RECEIVABLE (With Recourse)      Form No.805
     ASSIGNMENT OF ACCOUNTS RECEIVABLE (With No Recourse)   Form No.806
     ASSIGNMENT OF CONTRACT                                 Form No.807
     ASSIGNMENT OF SECURITY INTEREST                        Form No.808
     ASSIGNMENT OF A CLAIM FOR DAMAGES                      Form No.809
     ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE           Form No.810
     NOTICE TO DEBTOR OF ASSIGNMENT OF DEBT                 Form No.811
     ASSIGNMENT OF COPYRIGHT                                Form No.812
     BILL OF SALE                                           Form No.813
     BILL OF SALE (With Encumbrances)                       Form No.814
     BILL OF SALE (Without Warranties)                      Form No.815
     BILL OF SALE FOR MOTOR VEHICLE                         Form No.816
     CONDITIONAL SALE AGREEMENT                             Form No.817



CHAPTER NINE - DEATH & MARRIAGE

     COHABITATION AGREEMENT                                 Form No.901
     POWER OF ATTORNEY (Statutory/Single)                   Form No.902
     POWER OF ATTORNEY (Statutory/Joint)                    Form No.903
     LAST WILL AND TESTAMENT (Husband)                      Form No.904
     SCHEDULE "A" To The Last Will Of *HUSBAND:             Form No.905
     LAST WILL AND TESTAMENT (Wife)                         Form No.906
     SCHEDULE "A" To The Last Will Of *WIFE:                Form No.907



CHAPTER TEN - FORMS/AGREEMENTS

     STOCK SUBSCRIPTION AGREEMENT                           Form No.1001
     EXTENSION OF AGREEMENT                                 Form No.1002
     EXTENDED DATE FOR PERFORMANCE                          Form No.1003
     MUTUAL TERMINATION OF CONTRACT                         Form No.1004
     REVOCABLE PROXY                                        Form No.1005
     NON-REVOCABLE PROXY                                    Form No.1006
     AFFIDAVIT OF LOST STOCK CERTIFICATE                    Form No.1007
     CERTIFICATE OF CORPORATE RESOLUTION                    Form No.1008
     ACKNOWLEDGEMENT OF INDEPENDENT CONTRACTOR              Form No.1009
     LIMITED POWER OF ATTORNEY (Nonstatutory)               Form No.1010
     UNLIMITED POWER OF ATTORNEY (Nonstatutory)             Form No.1011
     AFFIDAVIT                                              Form No.1012
     BULK SALES NOTICE (short form)                         Form No.1013
     PARTNERSHIP AGREEMENT (Short Form)                     Form No.1014
     AGREEMENT OF PARTNERSHIP (Long Form)                   Form No.1015
     GENERAL RELEASE                                        Form No.1016
     MUTUAL RELEASE                                         Form No.1017
     SPECIFIC RELEASE                                       Form No.1018
     MUTUAL RELEASE (Court Action)                          Form No.1019
     FINAL RELEASE                                          Form No.1020

                                INTRODUCTION

     This is not a book.  It is only an assortment of forms, mostly legal,
that might possibly be of value to you.  Whether they are or not is a
decision which you must make for yourself.

     I suppose that I might have some claim to copyright here, but I am
waiving it.  In my view a "legal form" is about the hardest thing in the
world to copyright, even though technically it is no different than the
latest best selling novel you have read.  The problem with legal forms is
that they are very rarely entirely new and unique; they build so much upon
that which has gone before that any copyright, no matter how clear the right
may appear to be, is in reality almost indefensible.  So I will not bother
to even try.  In any event legal forms are all very similar, since very
often they seek to accomplish similar things.

     What I will do is make this disclaimer.  I am putting these forms into
the public domain because they might (as I said above) be valuable to
someone out there.  I am a practicing lawyer, but I really do not care too
much if this eats into the market for legal services a little bit.  I am
very busy as it is.  Anyway, the disclaimer is as follows (I wrote this
also; it is not just another meaningless disclaimer like you read on the
software packages):

BEWARE!  THE LEGAL FORMS ENCLOSED ARE POSSIBLY DANGEROUS.  WHILE EVERY
EFFORT HAS BEEN MADE TO ENSURE THAT ALL OF THE ENCLOSED FORMS WILL SERVE
THEIR PURPOSE PROPERLY (IN THE PROVINCE OF ONTARIO, AT LEAST) THERE IS NO
WAY THAT THE AUTHOR OF THE FORMS CAN POSSIBLY ENSURE THAT THEY ARE IN FACT
USED CORRECTLY BY YOU, THE END USER.  YOU COULD GET YOURSELF INTO REAL
TROUBLE IF YOU THINK THAT ALL OF THE ANSWERS TO YOUR PROBLEMS LIE IN THESE
FORMS.  IN FACT UNLESS YOU ARE A PRACTICING LAWYER YOU MIGHT CREATE EVEN
MORE PROBLEMS FOR YOURSELF THROUGH RELYING UPON A LEGAL FORM, IN THE ABSENCE
OF PROFESSIONAL ADVICE, THAN YOU MIGHT HAVE IF YOU NEVER TRIED TO DEAL WITH
THE PROBLEM YOU MIGHT HAVE IN THE FIRST PLACE.

     In short, the concept to keep in mind is that the "form" is not the
answer; not by itself at any rate.  What is most important is identifying
the problem you must deal with, and then seeking out what is needed to in
fact deal with the problem.  These forms might be of some small help in the
second part of that.

     I have always worried about people who, with the best of intentions,
but with very little knowledge, use the various "self help" forms and
brochures available at bookstores, stationary shops and the like.  These
people take chances.  Much as the chance you might take if you treated
yourself for illness.  I am aware that we all do it, myself included, but it
is still dangerous.  I might be self-treating what I think is a simple cold,
while what I might really be dealing with is pneumonia.  Taking the symptoms
to be those of a cold would be a very easy mistake for me to make, but hard
for a trained professional to miss.  So for your own sake be very careful.

     Most lawyers I have met (and I am one, I think) genuinely care about
the welfare of their clients.  It is more than just a job; it is a point of
honour.  But we must have the opportunity to help.  Otherwise you might
simply come to seek help too late; once a great deal of damage has already
been done.  Very often a short consultation will be enough to determine
whether you really need any help at all.

     Note that lawyers are like any other professionals.  We have to eat; we
have offices to maintain, staff to pay.  We have no real choice but to
charge for our advice.  And the charges are not light.  But in most cases
the savings that will result from proceeding upon the careful advice of good
counsel are very much greater than the cost of obtaining this counsel.

     I may be a little biased of course, as most of my law practice deals
with companies and commercial matters.  For most of my clients I am a
deductible expense.  That helps.  But the world, at least that part of it
that is happily here in Ontario, is moving to make the lives of private
individuals a little better.  The Law Society of Upper Canada, the
organization that governs the affairs of lawyers in Ontario, has maintained
a "Lawyer Referral Service" for many years.  This Service has functioned
fairly well to bring people who need advice, but do not know where to find
someone specialized in a given problem area, together with a properly
experienced lawyer.  The best part, from the client's point of view, was
that the fee for the first one half hour consultation was only $20.00.  In a
great many cases the first half hour is all that is needed to identify a
problem, and sometimes even solve it.  Now, in an effort to bring this
service even closer to the needs of the community, the initial $20.00 fee
for the first half hour has been dropped.  That is the best deal you will
ever get.  I continue to speak with potential new clients on this basis, to
help them determine whether they really need my help.  Many other good
counsel do the same.

     What is most important is careful and intelligent analysis of a given
problem situation, and proper advice as to how to attain the goals you may
have in respect of such a situation.  Forms do not do this.  The people
involved do this; the forms are just the tools they use.  And these forms
are just a few examples of what can be created to meet the needs of any
given situation.

     Anyway, all I am trying to say here is be careful when using these
forms.  Do not rely on them too much, unless you know exactly what they do. 
And if you do know this, you are probably a lawyer already, and will just
have some fun going over some new precedents.


                                        David A. Fram
                                        Barrister & Solicitor
                                        Toronto, Ontario
                                        March, 1988

                                 CHAPTER 1


     IN WITNESS WHEREOF the said *, by *, his attorney, has hereunto set his
hand and seal on the day and year first above written.


SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.101
     IN WITNESS WHEREOF I,  *,  of the * in the *,  by virtue of a power  of
attorney under the hand and seal of the above-named *, dated the * day of *,
19**,  and registered in the registry office for the *,  in the Province  of
Ontario,  as No.  *,  have hereunto subscribed my name on the day  and  year
first above written.


SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.102
     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.103
     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.104
     IN  WITNESS  WHEREOF the the parties have hereto  respectively  affixed
their corporate seal, attested by the hand of a duly authorized officer, and
set their hand and seal, on the day and year first above written.

     SIGNED, SEALED AND DELIVERED  )
     in the presence of:           )
                                   )
                                   )
     _____________________         )         _________________________
     WITNESS                       )         *
                                   )
                                   )         CORP NAME
                                   )
                                   )
                                   )
                                   )         Per:_____________________




                                                Form No.105
     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________




                                                Form No.106
     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.107
                                 CHAPTER 2

                         REQUEST FOR PRICE QUOTE


                                  Date: *



To: *(Supplier)




                 Please quote us your firm price for the goods listed below:


     Units           Description                            Unit Price


     _____           __________________________________     __________

     _____           __________________________________     __________

     _____           __________________________________     __________

     _____           __________________________________     __________

     _____           __________________________________     __________




                 Please indicate all prices F.O.B. our place of business and
indicate when your price quote shall expire.



                                                Yours very truly,



                                                _________________



                                                Form No.201



                         NOTICE OF C.O.D. TERMS


                                  Date: *



To: *(Customer)




            We  are in receipt of your purchase order,  a copy of  which  is
attached.   We  shall be pleased to accept your order,  however,  we  cannot
accept the order on credit terms.

            Accordingly,  we shall ship the goods on C.O.D. terms unless you
notify  us of cancellation of the order within ten days of the date of  this
notice.

            We appreciate your patronage.



                                                Yours very truly,



                                                _________________



                                                Form No.202




                      CONFIRMATION OF VERBAL ORDER


                                  Date: *



To: *(Supplier)




            This  letter shall confirm your acceptance of our  verbal  order
communicated to you on the * day of *, 198  .   A copy of our purchase order
containing the stated terms is attached hereto.

            Unless we receive your written objection within ten days of your
receipt  of  this  order,  we shall consider the order to  be  confirmed  in
accordance with its terms and we shall expect delivery of all ordered  goods
on the date indicated.



                                                Yours very truly,



                                                _________________


                                                Form No.203



                     ACKNOWLEDGEMENT AND ACCEPTANCE

                                OF ORDER


                                 Date: *



To: *(Customer)




            We  are  in receipt of your order as contained in  the  attached
purchase order form.

            We confirm our acceptance of the said order subject only to  the
following exceptions:

*

            On  the  exceptions noted,  we shall assume you  agree  to  same
unless  written  objection is received within ten days of the date  of  this
notice
.
            Thank you for your patronage.



                                                Yours very truly,



                                                _________________



                                                Form No.204



                        ACCEPTANCE OF ORDER WITH

                            DELIVERY IN LOTS


                                 Date: *



To: *(Customer)




            We acknowledge acceptance of your order as per your order of the
*  day  of  *,  198  .   The goods ordered will be shipped  to  you  in  the
following lots upon the following schedule:

*


            We request that payment be made as each lot is received.



                                                Yours very truly,



                                               __________________


                                                Form No.205



                    SUPPLIERS DEMAND FOR INSTRUCTIONS


                                 Date: *



To: *(Customer)




            We have not yet received from you the instructions necessary  to
make delivery of the goods covered by our contract of the * day of *, 198  .

            We request you promptly forward such instructions



                                                Yours very truly,


                                                _________________



                                                Form No.206



                       NOTICE OF WITHHELD DELIVERY


                                 Date: *



To: *(Customer)




            We  refer to your order for certain goods dated the * day of  *,
198  .

            We are withholding delivery for the reason(s) checked below:


     _____     Required payment has not been made.

     _____     You repudiated or withdrew your contract to buy.

     _____     You failed to furnish required shipping instructions.

     _____     Certain goods are back ordered and shipment will be made in
               single lot.

     _____     Other:    ________________________________________________



                                                Yours very truly,



                                                _________________



                                                Form No.207

                            SALE ON APPROVAL

                             ACKNOWLEDGEMENT


                                 Date: *



To: *(Customer)




            We  are  pleased to ship the goods delivered  described  on  the
attached invoice or order on a sale on approval basis.

            In  the event you are not satisfied with the goods you have  the
right  to return the goods at our expense within * days of receipt for  full
credit, or refund if the goods are prepaid.

            Goods not returned within that time shall be deemed to have been
accepted by you.

            We  thank you for your patronage and trust that the  goods  will
meet with your approval.



                                                Yours very truly,



                                                _________________



   Acknowledged:



   ___________________
   Customer



                                                Form No.208

                           SALE ON CONSIGNMENT

                             ACKNOWLEDGEMENT


                                 Date: *



To: *(Customer)




            This  letter shall acknowledge that the goods described  on  the
attached invoice or order are shipped to you on a consignment basis.

            In the event you are unable to sell the said goods,  any  unsold
goods may be returned to us at your expense for full credit.

            We  reserve a security right in the goods and we have the  right
to reclaim any unsold goods at any time.   You further agree to execute  any
financing  statements  or security agreements as we may from  time  to  time
require to perfect our ownership claim to said goods.

            Goods  sold by you shall be paid for on the terms stated in  our
invoice.



                                                Yours very truly,



                                                _________________


   Acknowledged:



   ___________________
   Customer



                                                Form No.209



                           NOTICE OF RETURN OF

                         GOODS SOLD ON APPROVAL


                                 Date: *



To: *(Supplier)




            The  undersigned hereby returns to you the goods purchased  from
you on approval on the * day of *,  198  ;  the said goods consisting of the
following:

*



                                                Yours very truly,



                                                _________________



                                                Form No.210



                      ACKNOWLEDGED RECEIPT OF GOODS




            The undersigned hereby acknowledges receipt and delivery of  the
goods described on the annexed list or invoice and further acknowledges that
said goods have been inspected and are without defect.

            Signed under seal this * day of *, 198  .



                                                _____________________



                                                Form No.211



                           ACKNOWLEDGEMENT OF

                             MODIFIED TERMS


                                 Date: *



To: *




            We  refer to the contract or order made between us dated  the  *
day of *, 198  .

            This letter will acknowledge that our agreement is modified  and
superseded by the following changes in terms:

*


            Unless  we immediately hear from you to the contrary,  we  shall
confirm  that  we will assume that the said changes  and  modifications  are
mutually agreeable.



                                                Yours very truly,



                                                _________________


                                                Form No.212



                           NOTICE OF DISPATCH


                                 Date: *



To: *(Customer)




            On the * day of *,  198  ,  the goods ordered by you pursuant to
our contract dated * *,  198  , will be sent to you by * (the "Carrier") and
should arrive at your place of business on or about * *, 198  .



                                                Yours very truly,



                                                _________________



                                                Form No.213



                      NOTICE TO CANCEL SHIPMENT OF

                           BACK-ORDERED GOODS


                                 Date: *



To: *(Supplier)




            We refer to our purchase order or contract dated the * day of *, 
198  , a copy of which is attached hereto.

            We have received a partial shipment under same and we note  that
certain of the goods which we ordered are out of stock or on back order.

            Please  cancel our order for the back-ordered goods  and  adjust
our invoice for the goods received.



                                                Yours very truly,



                                                _________________




                                                Form No.214



                           DEMAND FOR DELIVERY


                                 Date: *



To: *(Supplier)




            Whereas  we have now made full payment to you in the sum  of  $*
for all of the goods to be shipped pursuant to our order dated the * day  of
*,  19  ,  we now demand delivery of the said goods in accordance  with  our
contract with you.



                                                Yours very truly,



                                                _________________



                                                Form No.215


                       DEMAND FOR ACKNOWLEDGEMENT

                            OF SHIPPING DATES


                                 Date: *



To: *(Supplier)




            We  hereby  request  that  you  specify  shipping   arrangements
pursuant to our order of * *, 198  ,  and that you furnish us with assurance
that you shall comply with same.

            Default  in immediate reasonable and sufficient  assurance  from
you shall constitute a breach of the said contract and we shall no longer be
obligated under said contract.



                                                Yours very truly,



                                                _________________


                                                Form No.216



                      NOTICE OF REJECTION OF GOODS


                                 Date: *



To: *(Supplier)




            We  have  received  goods  from you pursuant  to  our  order  or
contract dated the * day of *,198  .

            We hereby reject the said goods for the reason(s) checked below:


_____     The goods were not delivered within required time.

_____     The goods were defective as described on the attached list.

_____     The goods did not conform to sample or specifications as stated
          on the attached list.

_____     Notice of acceptance of our order, as required, has not been
          received, and we have ordered the goods from other sources.

_____     Prices for said goods do not conform to quote, catalogue or order.

_____     The goods represent only a partial shipment.

_____     Other:    _________________________________________________


            Please  issue  appropriate credits or refunds  if  prepaid,  and
provide instructions for return of the goods at your expense.   Rejection of
said goods shall not be a waiver of any other claim we may have.



                                                Yours very truly,



                                                _________________






                                                Form No.217



                             NOTICE TO ELECT

                         TO ACCEPT DAMAGED GOODS


                                 Date: *



To: *(Supplier)




            THe  undersigned received defective or non-conforming  goods  in
respect of our order dated * *,  198  .   The items and nature of the damage
or non-conformity are as follows:

*



            We  shall accept said goods provided we are allowed a  deduction
of $* from the price.

            Please advise immediately.



                                                Yours very truly,



                                                _________________



                                                Form No.218



                        NOTICE OF DEFECTIVE GOODS


                                 Date: *



To: *(Supplier)




            We are in receipt of certain merchandise shipped to us  pursuant
to your invoice or order number *, dated * *,  198  .

            Certain goods listed on the attached page are defective for  the
following reasons:

*



            Accordingly,  we reject the said defective goods,  demand credit
or adjustment and confirm our intention to re-ship said goods to you at your
expense.

            Please  confirm the issue of credit and issue  instructions  for
return of the defective goods.



                                                Yours very truly,



                                                _________________



                                                Form No.219



                     NOTICE OF NON-CONFORMING GOODS


                                 Date: *



To: *(Supplier)




            We are in receipt of certain goods recently shipped to us  under
the attached invoices.

            Certain of the goods as shipped do not conform to  specification
or sample as set out following:

*



            Accordingly,  we  hereby reject said  non-conforming  goods  and
demand issue of credit and instructions for return at your expense.



                                                Yours very truly,



                                                _________________




                                                Form No.220



                      NOTICE TO CANCEL ENTIRE ORDER


                                 Date: *



To: *(Supplier)




            We refer to our purchase order or contract dated the * day of *,
198  , a copy of which is attached.

            Due to your failure to ship the goods within the time  required,
we hereby cancel the said order, reserving such further rights we may have.



                                                Yours very truly,



                                                _________________



                                                Form No.221



                          NOTICE OF REFUSAL TO

                             ACCEPT DELIVERY


                                 Date: *



To: *(Customer)




            We  are  in  receipt of your order  described  on  the  attached
invoice  or  order  form.   You have cancelled the  order  for  goods  after
acceptance of the order or improperly refused to accept delivery.

            Accordingly,  we  consider our obligations  to  attempt  further
shipment  as  terminated,  reserving all rights against  you  for  resulting
damages arising from your failure to fulfill your obligations.



                                                Yours very truly,



                                                _________________


                                                Form No.222



                            NOTICE OF RESALE


                                 Date: *



To: *(Customer)




             Notice is hereby given that due to your breach of your contract
dated * *, 198  , the undersigned shall sell the goods ordered by you at our
place  of business on the * day of * ,198  .   The said goods shall be  sold
for the best possible price.

            You  shall be held liable for any deficiency together  with  the
costs of sale.



                                                Yours very truly,



                                                _________________


                                                Form No.223



                          NOTICE TO STOP GOODS

                               IN TRANSIT


                                 Date: *



To: *(Common Carrier)




            You are in receipt of certain goods in transit shipped by us and
scheduled for delivery to the following:

*

            A copy of our shipping documents is enclosed.

            You  are  hereby instructed to stop transit of said  goods,  not
make delivery to the consignee,  and return said goods to us.   We agree  to
pay return freight charges.

            No  negotiable  bill  of lading or document of  title  has  been
delivered to our customer, the above-named consignee.



                                                Yours very truly,



                                                _________________


   Copy to:  *



                                                Form No.224



                          NOTICE OF RECLAMATION


                                 Date: *



To: *(Customer)




            Certain goods have been shipped to you within the past ten  days
as listed in the attached invoices.
            
            It  has come to our attention that your firm is  insolvent,  and
therefore  we  demand return and reclamation of all goods delivered  to  you
within the ten days preceding this notice.



                                                Yours very truly,



                                                _________________


                                                Form No.225



                           NOTICE OF CLAIM OF

                             DEFECTIVE GOODS


                                 Date: *



To: *(Supplier)




            We  have  purchased  a  product  sold  or  manufactured  by  you
described as:

*

            One  of our customers has advised us of a defect in the  product
as described following:

Name of customer:             _________________________

Approximate date of purchase: _________________________

Nature of defect:             _________________________

                              _________________________

Injuries claimed:             _________________________


            In the event that a legal action is commenced against us arising
from Breach of Warranty of Merchantability respecting the product,  we shall
look to you for full indemnification.

            This  letter  is provided to you to give you  earliest  possible
notice of the potential claim.



                                                Yours very truly,



                                                _________________





                                                Form No.226



                         DISPUTED BALANCE NOTICE


                                 Date: *



To: *(Creditor)




            We are in receipt of your statement dated * *, 196  , indicating
an unpaid account balance in the amount of $*.   We dispute the said balance
for the reason(s) noted below:


_____     The goods billed for have not been received.

_____     The prices charged by you are in excess of agreed amount.

_____     Prior payment was made in the amount of $* on * *, 198  .

_____     The goods were not ordered.

_____     The goods were defective as per our prior notice to you.

_____     The goods are available for return to you in accordance with
          our rights of return and credit.

_____     Other:    __________________________________________________



            Please adjust our account accordingly.



                                                Yours very truly,



                                                _________________



                                                Form No.227


                      PAYMENT ON SPECIFIC ACCOUNTS


                                 Date: *



To: *




            We enclose our cheque in the amount of $*, to be credited to the
following charges or invoices only:


               Invoice/Charge                     Amount


               _______________                    ___________


               _______________                    ___________


               _______________                    ___________


               _______________                    ___________



                                                Yours very truly,



                                                _________________



                                                Form No.228

                         CONSIGNMENT AGREEMENT



   THIS   AGREEMENT  made  by  and  between  *  (the  "Consignor")   and   *
(the"Undersigned").

   The terms of consignment are:

1.  The  Undersigned acknowledges receipt of the goods as described  on  the
annexed  schedule.   The said goods shall remain the property  of  Consignor
until sold.

2.  The Undersigned at its own cost and expense agrees to keep  and  display
the  goods only in its place of business (the "premises"),  and  agrees,  on
demand made before any sale, to return the same in good order and condition.

3.  The Undersigned agrees to use its best efforts to sell the goods for the
Consignor's account on cash terms,  and at such prices as shall from time to
time be designated by the Consignor.

4.  The Undersigned agrees,  upon sale,  to maintain the proceeds due to the
Consignor  separate  and  apart  from its own  funds  and  to  deliver  such
proceeds,  less  commission,  to the Consignor together with  an  accounting
within * days of the said sale.

5. The Undersigned agrees to accept as full payment a commission equal to *%
of the gross sales price exclusive of any sales tax.

6.  The Undersigned agrees to permit the Consignor to enter the premises  at
reasonable times to examine and inspect the goods.

7.   The  Undersigned  agrees  to  execute  such  financing  agreements  and
statements  for  public registration as may reasonably be  required  by  the
Consignor.


   Signed this * day of *, 198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________




                                                Form No.229
                                 CHAPTER 3


                    PERMISSION TO USE QUOTE, PHOTOGRAPH

                          OR PERSONAL STATEMENT




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being  hereby acknowledged,,  the undersigned irrevocably authorizes *,  and
its successors and assigns,  to use,  publish or reprint in whole or in part
the following statement, picture, endorsement or quotation:


*


   This authorization shall extend only to a certain publication known as *,
including all further or new editions, reprints,  advertisements,  publicity
and/or promotions thereof.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                 Form No.301




                            PERMISSION TO USE

                          COPYRIGHTED MATERIAL


   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged, the undersigned, as the copyright holder,  hereby
grants permission to *,  to reprint, publish and use for world  distribution
the following material:


*


   This material shall be used only in the following manner or publication:


*


   A  credit line to acknowledge use of the material shall be required.  The
credit line shall read as follows:


*


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.302

                  ACKNOWLEDGEMENT OF UNSOLICITED IDEAS



Dear *:

   We  appreciate  your  interest in submitting to us an  idea  or  proposal
relating to:

*

   Our  firm has received and continues to receive many  ideas,  suggestions
and  proposals,  and  has  many  of  its  own  projects  under  development. 
Therefore,  it is possible the idea or proposal you plan to submit to us has
been considered and/or may already be in the planning stages.

   Nevertheless,  we  would be pleased to accept your idea or  proposal  for
review,  provided it is accompanied by this acknowledgement letter signed by
you.

   It is understood and agreed that:

1.  Samples or other submissions will be returned to the submittor  only  if
return postage or freight is prepaid.

2.  The company accepts no responsibility for casualty or loss to samples in
our possession.

3.  The company can accept no responsibility for holding any information  in
confidence.

4. The company shall pay compensation only in the event that it: a)  accepts
the idea, b)  has received the idea only from the submittor, and c)  reaches
a  mutually  acceptable  agreement  with  the  submittor  as  to  terms  and
conditions.

   If these terms are acceptable to you,  please sign where indicated  below
and return together with your idea or proposal.

            Yours very truly,


            ________________

Dated this * day of *,  198  .

   The foregoing terms and conditions are understood and acknowledged.

            Submittor___________________





                                                Form No.303

                        CONFIDENTIALITY AGREEMENT

                              BETWEEN FIRMS



   MEMORANDUM  OF AGREEMENT and acknowledgement between *  (the  "Company"),
and * (the undersigned).

   WHEREAS  the  Company has  agreed to furnish to the  undersigned  certain
confidential  information  relating to the affairs of the  Company  for  the
purpose of:

*


   AND WHEREAS the undersigned agrees to review, examine,  inspect or obtain
such  information only for the purposes described above,  and  to  otherwise
hold  such information strictly confidential pursuant to the terms  of  this
agreement,


     WITNESSETH THAT IN CONSIDERATION of the premises,  the mutual covenants
and agreements contained herein,  and other good and valuable consideration,
the receipt and sufficiency of which being hereby acknowledged,  and subject
to  the  terms  and conditions hereinafter set out,  the  parties  agree  as
follows:



     That  the  Company  has or shall furnish  to  the  undersigned  certain
confidential  information,  as set forth on attached list,  any may  further
allow  the  undersigned  the right to inspect the business  of  the  Company
and/or  interview employees or representatives of the Company,  all  on  the
following conditions:

1.   The  undersigned  agrees  to  hold  all  confidential  or   proprietary
information  or trade secrets (the "information")  in trust  and  confidence
and  agrees  that it shall be used only for the  contemplated  purpose,  and
shall not be used for any other purpose or disclosed to any third party.

2. No copies will be made or retained of any written information supplied.

3. At the conclusion of our discussions, or upon demand by the Company,  all
information, including written notes, photographs, memoranda, or notes taken
by you shall be returned to us.

4.  This  information shall not be disclosed to any employee  or  consultant
unless they agree to execute and be bound by the terms of this agreement.

5.  It  is  understood that the undersigned shall have  no  obligation  with
respect  to  any  information known by the undersigned  or  generally  known
within the industry prior to date of this agreement, or which becomes common
knowledge  within  the industry thereafter,  other than by  breach  of  this
agreement.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.304

                          INDEMNITY AGREEMENT



   FOR  VALUE  RECEIVED,  the undersigned jointly  and  severally  agree  to
indemnify and save harmless *, (the "Indemnitees")  from any claim,  action,
liability or suit, arising from the following:

*


   In  the event of any asserted claim,  the Indemnitees shall  provide  the
undersigned with timely notice of same, and thereafter the undersigned shall
at its own expense defend and protect the Indemnitees against said claim.

   In  the further event that the undersigned shall fail to so defend,  then
in  such instance the Indemnitees shall have full rights to defend,  pay  or
settle  said claim with full rights of recourse against the undersigned  for
all  fees,  costs,  expenses  and payments made or  agreed  to  be  paid  to
discharge said claim.

   This  agreement  shall be binding upon and enure to the  benefit  of  the
parties, their successors, assigns and personal representatives


Dated this * day of *, 198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.305

                      GENERAL NON-COMPETITION AGREEMENT




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged, the undersigned agrees not to compete with * (the
"Company"), or its successors or assigns.

   The  term  "not  to  compete"  shall  be  defined  as  meaning  that  the
undersigned  shall not directly or indirectly  compete with the  Company  by
serving  as  an  officer,  owner,  partner,  director,  agent,  employee  or
consultant to any firm or entity substantially engaged in a business similar
or competitive to the business of the Company.

   This agreement shall remain in effect for * years from date set out below
and shall extend to the following geographic area:

*


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.306

                       APPLICATION FOR TRADE MARK

TO:           THE REGISTRAR OF TRADE MARKS, OTTAWA, CANADA

l.         The undersigned, NAME, the full office address of whose principal
office or place of business is ADDRESS,  hereby applies for the registration
in  accordance with the provisions of the Trade Marks Act of the trade  mark
or name identified below.

2.        The trade mark or name applied for is: TRADEMARK

3.        The trade mark or name has been used in Canada by the Applicant in
association  with the specific wares or services listed hereafter,  and  the
applicant  requests registration in respect of such wares or services.   The
trade  mark  or  name has been so used in Canada  in  association  with  the
general  class of wares or services comprising the following specific  wares
or services:

since: *


4.         The applicant is satisfied that he is entitled to use  the  trade
mark in Canada in association with the wares or services described above.


EXECUTED at the City of Etobicoke, this * day of *, l9*.




Per:_________________________________


                                                Form No.307

          APPLICATION FOR REGISTRATION OF AN INDUSTRIAL DESIGN

TO:       THE COMMISSIONER OF PATENTS,  OTTAWA,  CANADA

          The  undersigned  NAME whose full post office address  is  ADDRESS
hereby  requests you to register in the name of NAME whose full post  office
address  is  ADDRESS  an  industrial  design for  a  PRODUCT  of  which  the
undersigned is the proprietor.

The  undersigned declares that the said industrial design was not in use  to
his knowledge by any other person other than the undersigned at the time  of
its adoption thereof.

The said industrial design is characterized by 

*


A drawing of the said industrial design is hereunto annexed.



          Signed at the City of Etobicoke,  this * day of *,  l98*,  in  the
presence of the two undersigned witnesses.


WITNESSES:


________________________                          ________________________


________________________


                                                Form No.308
                                 CHAPTER 4


                               DEMAND NOTE


                                 Date: *


            FOR VALUE RECEIVED, the undersigned promises to pay to the order
of  *HOLDER  the sum of $*,   together with interest at the rate of  *%  per
annum.

The  entire unpaid principal of this note and all accrued interest shall  be
immediately payable UPON DEMAND of any holder of this note.

            Upon  default  in  making payment within * days  of  demand  the
undersigned agrees to pay all legal fees and costs of collection.


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.401

                               BANK RATE NOTE



                                   DATE:*


The  undersigned  promises to pay to the order of *HOLDER,  the sum  of  $*, 
with interest at a rate equal to the rate paid by *BANK NAME on 30 day  term
deposits as at the 1st day of the month in each month until such time as the
entire sum owing pursuant to this note, including principal and interest, is
repaid, at the address of the holder.


FOR VALUE RECEIVED.


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.402

               PROMISSORY NOTE AND STATEMENT OF DISCLOSURE


                                 Date: *


            FOR VALUE RECEIVED, the undersigned promises to pay to the order
of *HOLDER the sum of $* in consecutive,  monthly payments of $*  commencing
one month from date hereof and thereafter on the same day of each and  every
subsequent month until fully paid.  Any unpaid balance may be prepaid at any
time without penalty.   In the event the undersigned defaults in any payment
beyond * days from the agreed date of payment,  the entire remaining balance
will be due at the option of any holder of this note.


1.  Principal Amount of Loan:                    $________

2.  Charges and fees:                            $________

                                                 $________

                                                 $________
                                                  ========

3.  Total fees charged:                          $________
                                                  ========

4.  Net amount to be advanced:                   $________


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.403

                             FIXED DATE NOTE


                                 Date: *


            FOR VALUE RECEIVED, the undersigned promises to pay to the order
of  *HOLDER the sum of $* payable with interest thereon at a rate of *%  per
annum on the unpaid balance.

            The entire sum of principal and accrued interest shall be  fully
payable on the * day of *, 198  .

            In the event of default in payment the undersigned agrees to pay
all solicitors fees and costs of collection.



     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.404

                         JOINT AND SEVERAL NOTE


                                  Date: *




            FOR  VALUE  RECEIVED,  the  undersigned  jointly  and  severally
promise to pay to the order of *HOLDER the sum of $*  with interest  thereon
at the rate of *% per annum.

            The said sum shall be payable as follows:

*



            The  undersigned shall have the right to prepay any part of  the
principal  sum  owing at any time without penalty.   In the event  that  any
payment due under this note is not made when due the entire balance shall be
immediately due and payable at the option of any holder of this note.

            In  the  event  of  default the undersigned  agree  to  pay  all
solicitors fees and costs of collection.

            Each maker,  surety,  guarantor or endorser of this note  hereby
waives presentation for acceptance, notice of dishonor,  protest and notice
of  protest,  and  further agrees to all extensions,  renewals  or  release,
discharge or exchange of any other party or collateral, without notice.



     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.405

                             INSTALMENT NOTE



            FOR VALUE RECEIVED, the undersigned promises to pay to the order
of  *HOLDER  the  sum of $* together with interest thereon at  the  rate  of      
*% per annum in equal monthly instalments of $* each,  the first payment  of
which shall be due on the * day of *, 198    , and a like amount on the same
day of each month thereafter until the full amount of this note and  accrued
interest  shall  be  fully paid.   All payments shall be  applied  first  in
payment of interest and the balance, if any, in reduction of principal.  The
undersigned  shall have the right to prepay this note in whole or  in  part
without notice, bonus or penalty.

            This  note shall be fully payable upon demand of any  holder  in
the  event  that the undersigned defaults in making any payments  due  under
this note.

            In  the  event  of default the undersigned  agrees  to  pay  all
solicitors fees and costs of collection.

Dated this * day of *,  198  .

     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )




                                                Form No.406

                     NOTE TO SETTLE ACCOUNT PAYABLE



            FOR VALUE RECEIVED the undersigned promises to pay to the  order
of *HOLDER the sum of $* together with interest at the rate of *% per annum.

            The  said principal and interest shall be payable in the  manner
following:


*


            The  undersigned may prepay this note without penalty.   In  the
event  that any payment required hereunder is not paid when due  the  entire
balance  shall  be  immediately due upon the demand  of  any  holder.   Upon
default  the  undersigned  shall  pay  all  solicitors  fees  and  costs  of
collection.

            This   note   is  executed  to  evidence  a   certain   existing
indebtedness  due  to the holder from the undersigned and shall  operate  to
fully determine same, and this note shall be further construed as a separate
obligation.

Dated this * day of *,  198  .

     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.407

                             PROMISSORY NOTE

                               (Long Form)

FOR VALUE RECEIVED,  the undersigned promises to pay to the order of *HOLDER
the  sum of $* together with interest thereon at the rate of *%  per  annum. 
The said sum shall be paid in the manner following:

*


            All payments shall be applied firstly to payment of interest and
the balance, if any, to principal.
            This  note  may be prepaid at any time,  in whole  or  in  part,
without notice, penalty or bonus.
            This note shall, at the option of any holder, be immediately due
and payable upon the occurrence of any of the following:

1.           The failure to make any payment due hereunder within * days  of
its due date.
2.           The breach of any term or condition of any security  agreement,
mortgage or guarantee given as collateral security for this note.
3.            The breach of any condition or term of any security  agreement
or  mortgage,  if any,  having any priority over any security  agreement  or
mortgage on collateral given,  in whole or in part,  as collateral  security
for this note.
4.           Upon the death,  dissolution, insolvency or liquidation of  the
undersigned, or any endorser, guarantor or surety to this note.
5.          Upon the filing by the undersigned or any endorser, guarantor or
surety  of an assignment for the benefit of creditors,  bankruptcy,  or  for
relief  under  the  provisions  of any Act  respecting   insolvency  or  the
protection  of  debtors,  or  by  suffering  a  petition  in  bankruptcy  or
receivership which is not vacated within ten days.

            In  the event this note shall be in default,  and placed with  a
solicitor for collection, the undersigned agrees to pay all solicitor's fees
and  costs of collection.   Payments not made within five days of their  due
date shall be subject to a late charge of $*.   All payments hereunder shall
be made to such address as may from time to time be designated by any holder
hereof.

            The undersigned and all other parties to this note,  whether  as
endorsers,  guarantors or sureties,  agree to remain fully  bound  hereunder
until this note shall be fully paid and hereby waive demand, presentment and
protest  and  all  notices  thereof,  and further  agree  to  remain  bound,
notwithstanding any extension,  modification, waiver, or other indulgence of
any  holder  of  this  note,  or  to  this  note,   or  upon  the  exchange,
substitution,  or  release of any collateral granted as  security  for  this
note.   No modification or indulgence by any holder hereof shall be  binding
unless  in writing,  and any indulgence on any one occasion shall not be  an
indulgence for any other or future occasion.   Any modification or change of
terms  granted  by any holder shall be valid and binding upon  each  of  the
undersigned,  notwithstanding the acknowledgement of any of the undersigned,
and  each  of the undersigned does hereby irrevocably grant to each  of  the
others  a  power of attorney to enter into any such  modification  on  their
behalf.   The  rights of any holder hereof shall be cumulative  and  may  be
exercised separately.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.408

                             SECURITY AGREEMENT
                                (short form)


                                 Date: *


*

(hereinafter called the "debtor")

Does hereby grant to

*

(hereinafter called the "secured party")

a security interest in the following property (the "collateral"):

*

            This  security  interest is granted to secure  the  payment  and
performance  of the following obligations owed to the secured party  by  the
debtor:

*


            The debtor hereby represents, covenants,  warrants,  agrees  and
acknowledges to the secured party as follows:

1.          The collateral shall include any and all after-acquired property
of  a  like nature and description,  and all  additions,  appurtenances  and
proceeds thereof.

2.          The collateral shall be kept at the following address, and shall
be fully insured:

*

3.           The debtor owns the collateral, free and clear of any interest,
lien  or encumbrance other than this security interest,  and the debtor  has
the full right, title and authority to grant this security interest.

4.           The debtor agrees to execute such further security documents as
are reasonably required by the secured party.

5.           Upon default in payment or the performance of any obligation in
respect  of which this security interest is granted,  or the breach  of  any
provision of this agreement, the secured party or the holder may declare all
obligations to be immediately due and payable and shall have all remedies of
the secured party under any agreement or statute.

6.           The  holder  may  assign or transfer  the  said  debt  and  the
deposited collateral hereunder.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )



                                                Form No.409




                          GENERAL SECURITY AGREEMENT

BETWEEN:


            (hereinafter called the "Debtor")

- and -


            (hereinafter referred to as the "Creditor")

-and -


            (hereinafter referred to as the "Guarantor").

WHEREAS  the  Debtor  is  indebted to the Creditor  in  respect  of  various
amounts;

AND WHEREAS the Debtor agrees that it is in the best interests of the Debtor
to  provide security to the Creditor in respect of the amounts owing by  the
Debtor to the Creditor;

AND  WHEREAS the Debtor and the Creditor agree that such security should  be
granted  to  the  Creditor in a comprehensive  and  complete  form,  charged
against all of the undertaking and assets of the Debtor;

AND WHEREAS the Guarantor,  if any, has entered into this agreement in order
to induce the Creditor to continue to deal with the Debtor:

NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH that  in  consideration  of  the
premises,  the covenants contained herein,  the sum of TEN DOLLARS  ($l0.00)
and  other good and valuable consideration,  the receipt and sufficiency  of
which is hereby acknowledged, the parties agree as follows:

l.           The  parties agree that each of the above recitals is  true  in
substance and in fact and shall form part of this Agreement.

2.           The Debtor hereby grants to the Creditor,  by way of  mortgage,
charge,  assignment, and transfer, a security interest (hereinafter referred
to  as the "Security Interest") in the undertaking of the Debtor and in  all
goods  (including  all parts,  accessories,  special  tools,  additions  and
accessions thereto),  chattel paper,  documents of title (whether negotiable
or  not),  instruments,  intangibles and securities now owned  or  hereafter
owned or acquired by or on behalf of the Debtor (including such and same  as
may  be  returned to or repossessed by the Debtor) and in all  proceeds  and
renewals thereof, accessions thereto and substitutions therefor (hereinafter
collectively called the "Collateral") including, without limitation,  all of
the  following now owned or hereafter owned or acquired by or on  behalf  of
the Debtor;
(a)         All inventory of whatever kind and wherever situate (hereinafter
called "Inventory");
(b)          All  equipment  (other than inventory)  of  whatever  kind  and
wherever  situate,  including,  without limitation,  all  machinery,  tools,
apparatus,  plant,  furniture, fixtures and vehicles of whatsoever nature or
kind;
(c)          All book accounts,  and book debts and generally all  accounts,
debts,  dues,  claims, choses in action and demands of every nature and kind
howsoever  arising  or secured including letters of credit  and  advices  of
credit,  which are now due,  owing or accruing or growing due to or owned by
or which may hereafter become due, owing or accruing or growing due or owned
by the Debtor (hereinafter called the "Debt");
(d)         All deeds,  documents,  writings, papers,  books of account  and
other  books  relating  to  or being records  of  debts,  chattel  paper  or
documents  of  title  or  by which such are or  may  hereafter  by  secured,
evidenced, acknowledged or made payable;
(e)          All contractual rights and insurance claims and  all  goodwill,
patents, trade marks, copyrights, and other industrial property;
(f)         All monies other than trust monies lawfully belonging to others;
(g)         All property described in any schedule now or hereafter  annexed
hereto.

3.           The  security interest granted by the Debtor  to  the  Creditor
shall  not extend to or apply to, and the collateral shall not include,  the
last day of any term of lease or  agreement for lease.

4.           The  security interest granted by the Debtor  to  the  Creditor
hereby  secures  payment  and  satisfaction  of  any  and  all  obligations,
indebtedness and liability of the Debtor to the Creditor, including interest
thereon  and  costs  of collection thereof,  present or  future,  direct  or
indirect,  absolute  or contingent,  matured or not,  extended  or  renewed,
wheresoever  and howsoever incurred and any ultimate unpaid balance  thereof
and  whether the same is from time to time reduced and thereafter  increased
or  entirely  extinguished  and thereafter incurred again  and  whether  the
Debtor  be  bound  alone  or with another or  with  others  and  whether  as
principal or surety (hereinafter collectively called the "indebtedness").

5.           The Creditor,  in its sole discretion,  may declare all or  any
part  of the indebtedness which is not by its terms payable on demand to  be
immediately due and payable,  without demand or notice of any kind,  in  the
event  of  a default as defined below, or if the Creditor  believe  in  good
faith that the prospect of payment of all or any part of the indebtedness or
performance  of the Debtor's obligations under this agreement or  any  other
agreement now or hereafter in effect between the Debtor and the Creditor  is
impaired.   The provisions of this clause shall not affect the right of  the
Creditor with respect to indebtedness which may now or hereafter be  payable
on demand. 

6.           The happening of any of the following events or the  fulfilling
of   any  of  the  following  events  shall  constitute  default   hereunder
(hereinafter called "Default"):
(a)         failure to pay when due,  whether by acceleration or  otherwise,
any principal or interest forming part of the indebtedness or any failure of
the Debtor to observe or perform any obligation, covenant,  term,  provision
or  condition  contained in this security agreement or any  other  agreement
between the Debtor and the Creditor;
(b)         the bankruptcy or insolvency of the Debtor including the  filing
against the Debtor of a petition in bankruptcy,  the making of an assignment
for  the  benefit  of  any creditors of the Debtor,  the  appointment  of  a
receiver  or trustee for the Debtor or for any assets of the Debtor  or  the
institution  by  or  against  the Debtor of any  other  type  of  insolvency
proceeding under the Bankruptcy Act or otherwise;
(c)          the  institution  by or against the Debtor  of  any  formal  or
informal  proceeding  for the dissolution or liquidation  or  settlement  or
claim against or winding up affairs of the Debtor;
(d)          any  encumbrance  affecting  collateral  becoming   enforceable
against the collateral;
(e)         if the Debtor ceases or threatens to cease to carry on  business
or makes or agrees to make a bulk sale of assets or commits or threatens  to
commit an act of bankruptcy;
(f)          if  any  execution  or  other  process  of  any  court  becomes
enforceable  against  the Debtor or if a distress or any  other  process  is
levied against the assets of the Debtor or any part thereof.

7.           Upon default the Creditor may appoint by instrument in  writing
any person to be a receiver and manager of the collateral and may remove any
receiver so appointed and appoint another in his stead.   Any such  receiver
shall,  so far as responsibility for his acts is concerned,  be deemed to be
the  agent of the Debtor and not of the Creditor and the Creditor shall  not
in any way be responsible for any misconduct,  negligence or nonfeasance  on
the part of any such receiver, his servants, agents or employees. Subject to
the provisions of the instrument appointing him any such Receiver shall have
the power to take possession of the collateral,  to preserve the  collateral
of its value, to carry on or concur in the carrying on of all or any part of
the  business of the Debtor and to sell,  lease or otherwise dispose  of  or
concur in the selling,  leasing or other disposition of the collateral.   To
facilitate the foregoing powers any such Receiver may,  to the exclusion  of
all others,  including the Debtor,  enter upon,  use and occupy all premises
owned  or  occupied  by the Debtor wherein the collateral  may  be  situate,
maintain  collateral  upon  such premises,  borrow money  on  a  secured  or
unsecured  basis  and use collateral directly in carrying  on  the  Debtor's
business or as security for loans or advances to enable him to carry on  the
Debtor's  business  or  otherwise  as  such  Receiver  shall,  in  his  sole
discretion, determine.  Except as may be otherwise directed by the Creditor,
all  monies received from time to time by such Receiver in carrying out  his
appointment  shall be received in trust for and paid over to  the  Creditor. 
Every such receiver may,  in the discretion of the Creditor,  be vested with
all or any of the rights and powers of the Creditor.

8.           Upon default the Creditor may,  either directly or through  its
agents  or  nominees,  exercise  all of the powers and  rights  given  to  a
Receiver by virtue of the foregoing section.

9.           The Creditor may take possession of, collect,  demand,  sue on,
enforce,  recover and receive collateral and give valid and binding receipts
and  discharges  therefor  and with respect thereof and  upon  default,  the
Creditor may sell,  lease or otherwise dispose of collateral in such manner,
at  such  time or times and place or places and for such  consideration  and
upon such terms and conditions as to the Creditor may seem reasonable.

l0.          In  the  event any provision of  this  security  agreement,  as
amended from time to time,  shall be deemed invalid or void,  in whole or in
part,  by  any  court of competent jurisdiction,  the  remaining  terms  and
provisions of this security agreement shall remain in full force and effect.

ll.          No delay or omission by the Creditor in exercising any right or
remedy  hereunder  or with respect to any indebtedness shall  operate  as  a
waiver  thereof or of any other right or remedy,  and no single  or  partial
exercise thereof shall preclude any other or further exercise thereof or the
exercise of any other right or remedy.  Further, the Creditor may remedy any
default  of the Debtor hereunder or with respect to any indebtedness in  any
reasonable  manner without waiving any other prior or subsequent default  of
the Debtor.   All rights and remedies of the Creditor granted or  recognized
herein  are cumulative and may be exercised any time and from time  to  time
independently or in combination.

l2.          This security agreement and the security afforded hereby is  in
addition to and not in substitution for any other security now or  hereafter
held by the Creditor and is,  and is intended to be,  a continuing  security
agreement and shall remain in full force and effect until the Creditor shall
in writing discharge the security agreement.

l3.         This agreement shall enure to the benefit of and be binding upon
the  parties hereto and their respective heirs,  executors,  administrators,
successors and assigns.

l4.          This security agreement and the transaction as evidenced hereby
shall  be  governed  by and construed in accordance with  the  laws  of  the
Province  of  Ontario including,  where applicable,  the  Personal  Property
Security Act.

EXECUTED at the City of

this       day of                       , l9     .                       .

     IN  WITNESS  WHEREOF the the parties have hereto  respectively  affixed
their corporate seal, attested by the hand of a duly authorized officer, and
set their hand and seal, on the day and year first above written.

     SIGNED, SEALED AND DELIVERED  )
     in the presence of:           )
                                   )
                                   )
     _____________________         )         _________________________
     WITNESS                       )         *
                                   )
                                   )         CORP NAME
                                   )
                                   )
                                   )
                                   )         Per:_____________________



                                                Form No.410

                             SECURITY AGREEMENT

                          (where goods deposited)


          FOR VALUE RECEIVED,  the undersigned hereby deposits with *HOLDER,
as collateral security, to secure the payment of the following debt:

*


          The following personal property (the "collateral"), described as:

*


          It is understood and agreed that:

1.           The  holder  may  assign or transfer  the  said  debt  and  the
deposited collateral hereunder.

2.           The  holder shall have no liability for  loss,  destruction  or
casualty to the collateral unless caused by his own negligence.

3.           The  undersigned shall pay any and all insurance it  elects  to
maintain on the deposited collateral.

4.          The undersigned warrants that it has good title to the deposited
collateral, authority to secure same in favour of the holder, and that it is
free of any adverse lien, claim or encumbrance.

5.          In the event of default of payment of the debt or breach of this
security  agreement the holder shall have the full right to  foreclose  upon
the  collateral  and exercise its rights as a secured creditor  pursuant  to
this and any other agreement between the parties, or under any statute,  the
said rights being cumulative.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )

                                                Form No.411
                             SECURITY AGREEMENT

                             (stocks and bonds)



            FOR VALUE RECEIVED the undersigned hereby deposits with  *HOLDER
as collateral security to secure the payment of the following debt:

*


            the following shares of stock or bonds, described as:

     CERT.NO.       NO.SHARES                     COMPANY



            It is understood and agreed that:

1.           The  holder  may  assign or transfer  the  said  debt  and  the
collateral secured hereunder.

2.          In the event there shall be a stock dividend or further issue of
stock in the Company to the undersigned,  the undersigned shall deposit said
shares as additional collateral for the debt.

3.           That while the collateral remains on deposit,  the  undersigned
shall  have the full right to vote the shares and shall be entitled  to  all
dividend income.

4.           That  the  undersigned  shall not  issue  any  other  proxy  or
assignment of rights to the deposited shares or bonds.

5.          The undersigned warrants and represents it has good title to the
shares or bonds being deposited as security,  that they are free from  other
liens  and  encumbrances,  and that the undersigned has  full  authority  to
transfer the said shares or bonds as collateral security.

6.           In the event of default of payment of the debt,  or  breach  of
this  deposit agreement,  the holder shall have full rights to foreclose  on
the deposited shares or bonds and to exercise its rights as a secured  party
pursuant to this or any other agreement between the parties or any  statute,
the said rights being cumulative.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.412

               NOTICE OF PURCHASE MONEY SECURITY INTEREST


                                 Date: *


To: *



            Take  notice  that the undersigned has or expects to  acquire  a
purchase  money  security  interest  in and  in  respect  of  the  following
collateral:

*


            The said collateral is to be sold to:

            Name:        _________________________

            Address:     _________________________


            Insofar  as you appear to have an existing security interest  as
against  the above named party this notice shall serve to inform you of  our
prior secured claim to the collateral or property being sold.

                                 Yours very truly,


                                 _________________


                                                Form No.413
                                      
                          SUBORDINATION AGREEMENT

                              (short, limited)


            FOR  VALUE RECEIVED the undersigned hereby subordinates  all  of
its claims, whether secured or unsecured, against the following:

*

to a claim owed to:

*

in an amount not to exceed $*,  and regardless of whether said the claim  is
secured or unsecured.

            Signed this * day of *, 198  .



                                 ____________________


Acknowledgement by debtor:


_________________________




                                                Form No.414

                         SUBORDINATION AGREEMENT
                          (to secured creditor)


            FOR  VALUE  RECEIVED  the undersigned,  having  or  acquiring  a
security interest in the following collateral:

*

of the following debtor:

*

hereby  agrees that the said security interest shall be subordinated to  the
security interest of:

*

dated the * day of *, 198  , in respect of the following secured collateral:


*


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



ACKNOWLEDGED BY DEBTOR:



____________________



                                                Form No.415

                                GUARANTEE


            FOR VALUE RECEIVED,  the receipt and sufficiency of which  being
hereby  acknowledged,  the undersigned does hereby guarantee payment of  the
above  note,  together with all interest and costs  of  collection,  without
limitation,  and  does further agree to remain fully bound  until  same  are
fully paid to *HOLDER.


Dated this * day of *,  198  .

     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.416

                            GENERAL GUARANTEE



            FOR  GOOD AND VALUABLE CONSIDERATION, and as an  inducement  for
*HOLDER   to   extend  credit  to  *  (the   "borrower")   the   undersigned
unconditionally guarantees to the holder the prompt and full payment of  the
following debt owed to the holder from the borrower:

*


            The  undersigned  agrees  to  remain  bound  on  this  guarantee
notwithstanding any extension, forbearance or waiver, or release,  discharge
or substitution of any collateral or security for the debt.  In the event of
default in payment of the debt the holder may seek payment directly from the
undersigned without need to proceed first against the borrower.

            This guarantee shall be binding upon and enure to the benefit of
the parties,  their heirs, administrators, successors,  assigns and personal
representatives.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.417

                    NOTICE OF REVOCATION OF GUARANTEE


                                 Date: *

To: *


Re:  a certain guarantee provided to you by the undersigned guaranteeing the
credit of  *.


            Please  take notice that effective upon receipt by you  of  this
notice  of  revocation,  the  undersigned shall  not  be  obligated  on  the
guarantee  for  any future or further credit extended by you  to  the  above
named.


                                 Yours very truly,


                                 _________________



                                                Form No.418
                                 CHAPTER 5


                       ACKNOWLEDGEMENT OF RECEIPT



            The undersigned acknowledges the receipt of $*, from:

*

in full payment,  satisfaction and discharge of all claims arising from  the
following:

*

            Signed under seal this * day of *, 198  .



                                 _____________________


                                                Form No.501

                            NOTICE OF DEFAULT
                           ON PROMISSORY NOTE


                                 Date: *


To: *



Re: a promissory note dated the * day of *, 198  , in the original amount of
$*.


            You  have defaulted under said note in that the installment  due
on the * day of *, 198  , in the amount of $* has not been paid.

            Accordingly  demand is hereby made upon you for full payment  of
the entire balance of the said note in the amount of $*,  including  accrued
interest to date.

            In the event the entire balance is not paid within the next  ten
days, this matter shall be referred to a solicitor for collection, resulting
in additional costs to you.

                                 Yours very truly,


                                 _________________


                                                Form No.502

                      NOTICE OF DEMAND TO ENDORSERS


                                 Date: *


To: *



            The undersigned is the holder of the below described  instrument
to which you are an endorser.

*

            Notice   is   hereby  given  that  said  instrument   has   been
dishonored,  and protest and demand is hereby made upon you to  immediately
pay the face amount of the instrument in the amount of $*.

            In the event that payment is not made within three (3)  business
days, the undersigned shall take action on your warranties of endorsement.


                                 Yours very truly,


                                 _________________


                                                Form No.503

                      NOTICE OF DEMAND ON GUARANTOR


                                 Date: *


To: *



            The  undersigned  is the holder of your guarantee,  wherein  you
guarantee the debt owed to the undersigned by:

*

            Please  be  advised  that the payment of the  said  debt  is  in
default.  Demand is therefor made upon you, as a guarantor, to fully pay the
outstanding debt due to the undersigned in the amount of $*.


                                 Yours very truly,


                                 _________________



                                                Form No.504

                          NOTICE OF DEMAND FOR

                        DELIVERY UP OF COLLATERAL



                                 Date: *


To: *



            Take notice that you are in default under our security agreement
dated the * day of *, 198  , for the following reason(s):


*



            Demand  is  therefor made that you surrender possession  of  the
collateral  referred  to  in the agreement to the  undersigned  at  once  as
provided for in the security agreement.


                                 Yours very truly,


                                 _________________


                                                Form No.505

                            NOTICE OF AUCTION

                              OF COLLATERAL


                                 Date: *


To: *



            You  are hereby given notice that the collateral  covered  under
our security agreement shall be sold at public auction as follows:


Date:          _______________________


Time:          _______________________


Location:      _______________________


            You  will be held liable for any deficiency resulting from  said
sale.

            You  may  redeem  this property by paying  the  amount  due  and
accrued costs of collection at any time prior to the time of sale.


                                 Yours very truly,


                                 _________________



                                                Form No.506

                         NOTICE OF PRIVATE SALE

                              OF COLLATERAL


                                 Date: *


To: *



            Take notice that after the *  day of *,  198  ,  the undersigned
shall sell the following collateral at private sale:

*


            The said collateral shall be sold to:

*

for the amount of $*.

            You will be held liable for the deficiency of $* resulting  from
said sale.

            You  may  redeem  the collateral by paying the  amount  due  and
accrued costs at any time prior to the time of sale.

                                 Yours very truly,


                                 _________________




                                                Form No.507

                     DISCHARGE OF SECURITY INTEREST



            FOR  VALUE  RECEIVED  the undersigned does  hereby  release  and
discharge a certain security interest held by the undersigned against:

*

dated the * day of *, 198  .

            This document shall not constitute a discharge of any obligation
for which the said security interest was granted to the undersigned.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.508

                    SETTLEMENT OFFER ON DISPUTED AMOUNT

                          (Made without prejudice)


                                 Date: *

To: *



            We are in receipt of your statements indicating a balance due to
you of $*.

            Please  be  advised that we dispute your claimed  debt  for  the
following reason(s):

*

            Without  admitting  to  any  liability,  but  as  an  offer   of
compromise and settlement,  we propose to settle this account in full by the
payment  of  $*.   Our  cheque  in that amount  will  be  forwarded  to  you
immediately  upon  the receipt by us of the enclosed copy  of  this  letter,
signed and accepted by you.


                                 Yours very truly,


                                 _________________


                                                Form No.509

                           AGREEMENT TO EXTEND

                              DEBT PAYMENT


FOR VALUE RECEIVED the undersigned and * (the "Company") hereby  acknowledge
and agree that:

1.           The company presently owes the undersigned the sum of  $*,  the
said sum being presently due and payable.

2.           In further consideration of the undersigned's forbearance,  the
company agrees to pay said debt on extended terms in the manner following:

*

3.           In the event the company fails to make any payments  punctually
on  the  agreed  extended terms,  the undersigned shall have  the  right  to
proceed immediately for the collection of the entire balance then remaining,
and the company hereby waives any defence,  whether now known,  or which may
become known in the future, in respect of the said obligation to pay.

4.           This  agreement shall be binding upon and shall  enure  to  the
benefit   of   the  parties,   their  successors,   assigns   and   personal
representatives.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.510

                      AGREEMENT OF COMPROMISE DEBT


            FOR VALUE RECEIVED the undersigned,  being a creditor of *  (the
"company")  hereby agrees to compromise and reduce the indebtedness  due  to
the undersigned on the following terms and conditions:

1.           The  company and the undersigned acknowledge that  the  present
debt due is $*.

2.           The parties agree that the undersigned shall accept the sum  of
$*   as  full  and total payment in respect of the debt,  provided  the  sum
herein shall be punctually paid as follows:

*

3.           In  the event the company fails to punctually pay  the  reduced
amount, the undersigned shall have the rights to claim for immediate payment
of the total debt due under Paragraph 1 ,less any payments made hereunder.

4.           This  agreement shall be binding upon and shall  enure  to  the
benefit   of   the  parties,   their  successors,   assigns   and   personal
representatives.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.511

                       BUSINESS CREDIT APPLICATION



Business Name_________________               Date__________

Address__________        City_____      Province____   Postal Code_____

Owner/Manager________________Tel. No._________

How long in business____________

Trade References:

Name_________________Address____________

Name_________________Address____________

Name_________________Address____________

Name_________________Address____________

Credit line requested $_________________

Pending lawsuits against Company:

            ____________________

            ____________________

            ____________________

            The undersigned authorizes inquiry as to credit information.  We
further acknowledge that credit privileges, if granted,  may be withdrawn at
any time.



                                 ________________



                                                Form No.512
                 REPLY TO REQUEST ABOUT CREDIT REJECTION

                                 Date: *

To: *(Applicant)




            In reply to your inquiry concerning our reasons for turning down
your  recent application for credit please be advised that your  application
for credit was not approved by us for the following reason(s):

*

            We  appreciate  your inquiry and interest and we invite  you  to
deal with us on a cash or C.O.D. basis.


                                 Yours very truly,


                                 _________________



                                                Form No.513
                  UNLIMITED GUARANTEE RESPECTING CREDIT



            FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which being hereby acknowledged, and as a condition of * (the "Company"),
extending  credit  to * (the "Borrower"),  the  undersigned  unconditionally
guarantees  to Company the prompt and full payment of all sums now owing  or
which may become hereinafter due to Company from the Borrower.

            The undersigned agrees to remain fully bound in respect of  this
guarantee  notwithstanding  any  extension,  forbearance,  waiver,  release,
discharge  or  substitution  of the debt or  any  collateral,  guarantee  or
security  for  the debt.   In the event of default,  the  Company  may  seek
payment  directly  from the undersigned without being  required  to  proceed
first against the Borrower.

            This guarantee shall be binding upon and enure to the benefit of
the parties, their successors, assigns and personal representatives.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.514
                         NOTICE OF CREDIT LIMIT


                                 Date: *

To: *(Customer)



            A  review of your account confirms that a present balance of  $*
is owed to our firm.

            Every account is carefully evaluated to establish a credit limit
that we believe is consistent not only with our interests, but the interests
of the customer as well.   We have established $* as your credit line and we
believe it is appropriate.

            Since you are at or near that credit limit,  we can ship  future
orders to you only on a C.O.D. basis, until your balance is reduced.

            We would of course be pleased to review your account with you if
you believe an increased credit line is justified.

            We are confident that you appreciate the need for this action.

                                 Yours very truly,


                                 ____________________


                                                Form No.515
                            COLLECTION REPORT


                                 Date: *


Account Name______________________________________________

Street      ______________________________________________

City____________         Province________________


Account Status:

Current     $__________

30 days     $__________

60 days     $__________

90 days
or over     $__________

Total Owing:                  __________________


Comment or agreement for payment from account:



Recommended action:

_____ Continue to extend credit

_____ Stop credit and accept payment plan

_____ Stop credit and enforce collection




                                 ____________________
                                 Credit Department



                                                Form No.516

                        NOTICE OF OVERDUE ACCOUNT


                                 Date: *

To: *(Customer)



            The  payment due to us on * *,  198  ,  in the amount of $*  has
not been received.

            Please  give  this matter your immediate attention  and  mail  a
cheque in payment without further delay.


                                 Yours very truly,


                                 _________________



                                                Form No.517

                           REQUEST FOR PAYMENT


                                 Date: *


To: *(Customer)



Dear Sir:

            I  consider  it  my obligation to our  customers  to  personally
investigate  all cases where business relationships have been terminated  or
an overdue account exists.

            Our credit department has called my attention to their  repeated
communications  to  you about your unpaid balance of $*.   Although  we  are
concerned  with  payment,  we are concerned also about retaining  you  as  a
valued customer.

            If for some reason you cannot make full payment on this account,
would  you  please tell me about it with a short note on the  back  of  this
letter,  returning it to me personally?  Certainly,  if you wish to  propose
installment payments, I will give this every consideration.


                                 Yours very truly,


                                 _________________


                                                Form No.518

                       SECOND REQUEST FOR PAYMENT


                                 Date: *


To: *(Customer)



            On *  *,  198    we notified you of your overdue account in  the
amount of $*.

            To date we still have not received payment.

            We hereby demand payment within the next ten days.


                                 Yours very truly,


                                 _________________



                                                Form No.519

                    FINAL NOTICE BEFORE LEGAL ACTION


                                 Date: *


To: *(Customer)



            We have repeatedly requested payment of $*,  in respect of  your
overdue account with us.  Our demands for payment have been ignored.

            Accordingly,  we  shall turn this account  over  for  collection
within  the  next ten days unless payment,  or an  acceptable  proposal  for
payment, is made.

            Enforced collection on this obligation will result in additional
legal and court costs chargeable to you and will impair your credit  rating. 
As  well,  notice of our action will be provided to  all  applicable  credit
granting and review authorities.


                                 Yours very truly,


                                 _________________



                                                Form No.520

                  REPLY TO OFFER OF INSTALLMENT PAYMENT


                                 Date: *


To: *(Customer)



Dear Sir:

            I  am  pleased  we  could  resolve  the  difficulty  with   your
outstanding balance by accepting your agreement to pay the balance of $*  in
(monthly/weekly)  payments of $* each.   We look forward to  receiving  your
first payment on * *, 198  .

            Your future business is also appreciated and upon payment of the
account we will consider the extension of further credit.


                                 Yours very truly,


                                 _________________



                                                Form No.521

                REQUEST TO SOLICITOR OR COLLECTION AGENCY


                                 Date: *


To: *(Solicitor or Collection Agency)



            We are enclosing our records in respect of the following  unpaid
accounts  and  requesting that you take immediate steps  for  collection  of
same:

            Account Name(s)      Balance Owed

*


            Please  provide us with interim reports or copy us with  letters
and documents.


                                 Yours very truly,


                                 _________________



                                                Form No.522

                           REQUEST FOR REPORT


                                 Date: *


To: *(Solicitor or Collection Agency)



            Please  advise us of the status of the collection in respect  of
the following matters previously turned over to you:

*


Your early reply will be appreciated.


                                 Yours very truly,


                                 _________________



                                                Form No.523

                          DEBT ACKNOWLEDGEMENT



            The  undersigned  hereby acknowledges that the  present  balance
owing  to  *  (the  "Company") by the undersigned is in  the  amount  of  $*
including all accrued interest and other charges to date.   The  undersigned
further acknowledges that there are no credits, equities or setoffs against
this agreed account balance.

Dated this * day of *, 198   .


                                 ____________________
                                 Customer


                                                Form No.524

                                 RECEIPT



            The  undersigned acknowledges receipt of the amount of $*,  paid
by * this * day of *, 198  .


                                 ___________________________


                                                Form No.525

                                  DRAFT


                                 Date: *


To: *(Name of Bank)
     (Address of Bank)


            Pay to the order of * (Payee) the sum of $*.




                                 ________________________
                                 Name of Drawer


                                 Account #_______________



                                                Form No.526

                      NOTICE OF DISHONORED CHEQUE


                                 Date: *


To: *



            Your cheque in the amount of $*,  tendered to us on * *,  198  ,
has been dishonored by your bank.

            Unless  we  receive  good  funds  for  the  said  amount  within            
days of receipt of this notice, we shall have no alternative but to commence
legal action for its recovery.


                                 Yours very truly,


                                 _________________



                                                Form No.527

                             NOTICE TO BANK

                        TO STOP PAYMENT ON CHEQUE


                                 Date: *


To: *



Gentlemen:

            You are hereby directed to place a stop payment order and refuse
payment upon presentment of the following cheque:

            Name of Payee:         _____________________________

            Date of Cheque:        _____________________________

            Amount:                _____________________________

            Cheque Number:         _____________________________

            This  stop  order shall remain in effect until  further  written
notice.


                                 Name of Account: _________________


                                 Account Number:  _________________




                                              Per:_________________



                                                Form No.528

                   CANCELLATION OF STOP PAYMENT ORDER


                                 Date: *


To: *(Bank)



            Please cancel my stop payment order in respect of:


            Cheque No:             _________________

            Date:                  _________________

            Amount:                _________________

            Payable to:            _________________

            Drawer:                _________________

            Account No:            _________________


            You may now honour the said cheque upon presentment.


                                 Yours very truly,


                                 _________________



                                                Form No.529

                                 CHAPTER 6


                          REQUEST FOR REFERENCE


                                 Date: *


Dear Sirs:

            We   have   received   an  application   for   employment   from            
,  respecting a position with our firm in the capacity of *.   We understand
the applicant was previously employed by your firm.

            We  would  appreciate receiving a reference in respect  of  this
individual  confirming  the  dates  of  employment  with  you,   performance
evaluation and reasons for termination.

            Please advise whether your reference should be held confidential
from  either  the applicant or others.  Thank you for  your  assistance  and
cooperation.



                                 Yours very truly,


                                 _________________



                                                Form No.601

                       ACKNOWLEDGEMENT OF APPLICATION

                                 Date: *


To: *(Applicant)



            We appreciate your interest in being employed by our firm.

            We  regret to inform you, however,  that the available  position
has been filled,  and we cannot give your application further  consideration
at the present time.

            Your  application  will  be kept on file  for  future  reference
should a suitable opening arise.


                                 Yours very truly,


                                 _________________



                                                Form No.602


                          PRE-EMPLOYMENT CHECKLIST

                  (THINK HARD ABOUT WHAT YOU WANT TO KNOW)


                                 Date: *



Applicant:____________

Position:________________________

     Reference Requested:                         Date Received:

     ____________________                         ___________

     ____________________                         ___________

     ____________________                         ___________


     Interviewed By:                              Approved By:

     ____________________                         ___________

     ____________________                         ___________

     ____________________                         ___________



     Education Verified:                     ______

     License or certification verified:      ______

     Bonding Company approval:               ______


Starting Salary $

Fringe Benefits (list):




Effective starting date:






                                                Form No.603

                      LETTER CONFIRMING EMPLOYMENT


                                 Date: *


To: *(Employee)



Dear *:

            We  are  pleased to confirm your employment by our firm  in  the
capacity of *.

You will report directly to *, commencing with your start of employment on *
*, 198  .

            Your salary shall be $*  per *.

            For the first year vacation time shall be prorated, so you will
be entitled to *  days vacation for this year.

            If you agree that this letter reflects our understanding, please
sign the enclosed copy and return same for our files.

            We look forward to your joining the company.


                                 Yours very truly,


                                 _________________



                                                Form No.604

                          EMPLOYMENT AGREEMENT


            EMPLOYMENT AGREEMENT by and between * ,  (the "Company") and * ,
(the "Employee").

            For  good  consideration,  the  Company  shall  employ  and  the
Employee agrees to be employed on the following terms:


1.          Effective Date:

            Employment shall commence on *, 19  , time being of the essence.


2.          Duties:

            The Employee agrees to perform the following duties:

*

            The  Employee  shall  also perform such further  duties  as  are
incidental  or implied from the foregoing,  consistent with the  background,
training  and  qualifications  of the Employee,  or  as  may  be  reasonably
delegated as being in the best interests of the Company.  The Employee shall
devote his full time to his employment and expend his best efforts on behalf
of  the  Company.   The Employee further agrees to abide by  all  reasonable
Company policies and decisions now or hereinafter existing.


3.          Term:

            The  Employee's  employment  shall continue for a  period  of  *
years,  beginning  on the effective date of this agreement and ending  on  *
*,198  .


4.          Compensation:

            The Employee shall be paid the following compensation:

            a)   Annual  salary  of $* to be paid on  the  payroll  schedule
existing for other employees.

            b)  Such bonuses, vacations, sick leave, retirement benefits and
expense accounts as stated in the Company manual for personnel or as may  be
decided by the Company if said items are discretionary with the Company.


5.          Termination:

            This agreement may be earlier terminated upon:

            a)  The Death of the Employee or such illness or incapacity that
prevents the Employee from substantially performing for * continuous  months
or in excess of * aggregate working days in any calendar year.

            b)  The breach of this or any other agreement by the Employee.


6.          Miscellaneous:

            a)   The Employee agrees to execute a non-competition  agreement
as annexed hereto.

            b)   The Employee agrees to execute a  confidential  information
and invention assignment agreement as annexed hereto.

            c)   This  agreement shall not be assignable  by  either  party,
provided  that  upon any sale of the business by Company,  the  Company  may
assign this agreement to its successor or the employee may terminate same.

            d)  In the event of any dispute under this agreement,  it  shall
be  resolved through binding arbitration in accordance with the  Arbitration
Act.

            e)   This agreement and other signed documents made between  the
parties   constitutes  the  entire  agreement  between  the   parties.   Any
modification thereof must be in writing.


7.          Additional Terms:


*


Dated this * day of *,  198  .


     IN  WITNESS  WHEREOF the the parties have hereto  respectively  affixed
their corporate seal, attested by the hand of a duly authorized officer, and
set their hand and seal, on the day and year first above written.

     SIGNED, SEALED AND DELIVERED  )
     in the presence of:           )
                                   )
                                   )
     _____________________         )         _________________________
     WITNESS                       )         *
                                   )
                                   )         CORP NAME
                                   )
                                   )
                                   )
                                   )         Per:_____________________




                                                Form No.605


                            EMPLOYMENT AGREEMENT

           THIS AGREEMENT made the        day of         , l986.

BETWEEN:



           (hereinafter called the Employer),

                             OF THE FIRST PART;

- and -



                             (hereinafter called the employee),

                             OF THE SECOND PART.

           The employer agrees to pay to the employee    DOLLARS per week as
salary, which shall be due on      on each week.

           If the employee absents himself from his work at any time without
the  consent  of  the employer,  or misconducts himself,  the  employer  may
forthwith terminate this agreement and the employment.

           If the employee shall leave the employment without the employer's
consent, he shall only receive salary up to that time.

           The  employer may,  at any time,  terminate the  employment  upon
giving the employee one week's ?  notice,  or paying him (one week's) salary
in  lieu of notice,  in addition to his salary for the time he has  actually
been employed.

                             IN  WITNESS WHEREOF,  the parties  hereto  have
executed this agreement this     day of                     , l986.


SIGNED, SEALED AND DELIVERED
in the presence of:

                                                                            
      ____________________


                                                                            
      ____________________





                                                Form No.606

                     EMPLOYMENT BENEFITS CHARGEBACK



            The undersigned officer or employee of *, (te "Company"), agrees
to   repay   to  the  Company  all  benefits,   compensation   payments   or
reimbursements which may be disallowed, in whole or in part, as a deductible
expense  by  Revenue Canada.   The reimbursement shall be made to  the  full
extent of the disallowance upon an adverse decision of the last tribunal  or
agency  to  consider  the issue,  provided that the  Company  shall  not  be
obligated to seek further appeal, if available, unless it so chooses.

            Signed under seal this * day of *, 198  .



                                 ____________________



                                                Form No.607

                        EXPENSE ACCOUNT STATEMENT


          Employee:                _____________________________

          For period ending:       ____________________


                     Reimbursement Expense Incurred



     Hotels/Lodging                                         $_______________

     Meals                                                  $_______________

     Tax                                                    $_______________

     Travel (air, train, bus)                               $_______________

     Personal auto (y/n)_____miles x_____                   $_______________

     Parking                                                $_______________

     Phone                                                  $_______________

     Other (itemize):

                    __________               $__________

                    __________               $__________

                    __________               $__________

                    __________               $__________    $_______________


                                                  Total     $_______________


            I certify the above is a true statement of incurred expenses  in
accordance with company policy.  Receipts are attached. 



                                 Employee_________________


Approved for payment:

By:_________________



                                                Form No.608

                        AUTHORIZATION AND CONSENT
                       FOR RELEASE OF INFORMATION


                                 Date: *


To: *



            I,  the undersigned employee, acknowledge that you have received
a request from *  for certain information relating to my employment.

            I  hereby grant you my full permission provide the  information,
described as:

*


                                 Employee:_________________



                                                Form No.609

                         NON-COMPETITION AGREEMENT
                                      
                                 (employee)


            FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of  which  being  hereby acknowledged,,  and in consideration  of  my  being
employed by * (the "Company"), I the undersigned, hereby agree that upon the
termination of my employment,  I shall not compete with the Company,  or its
successors or assigns.
            The term "not compete", as used in this agreement,  means that I
shall  not directly or indirectly own,  be employed by or work on behalf  of
any firm engaged in a business substantially similar and/or competitive with
the Company.
            This  non-competition agreement shall remain in full  force  and
effect  for *  years commencing upon the date of termination of  my  employ-
ment.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.610



                         NON-COMPETITION AGREEMENT

                            (Specific Accounts)




            FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged,,  and in consideration of my being employed by  *
(the "Company"),  I,  the undersigned, agree that upon the termination of my
employment  and notwithstanding the cause of such termination,  I shall  not
compete with the business of the Company, or its successors or assigns.

            The term "not compete" as used in this agreement shall mean that
I shall not directly or indirectly, or in any capacity,  on my own behalf or
on behalf of any other firm,  undertake or assist in the solicitation of any
customer or account of the Company,  as same exists during the course of  my
employment with the Company.

            This  non-competition agreement shall remain in full  force  and
effect  for  *  years  commencing with the date of  the  termination  of  my
employment.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.611



                         NON-COMPETITION AGREEMENT

                            (Specific Radius)


            FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of  which  being  hereby acknowledged,  and in  consideration  of  my  being
employed by *  (the "Company"),  I, the undersigned,  hereby agree that upon
the  termination  of  my  employment,  and  notwithstanding  the  cause   of
termination,  I shall not compete with the business of the Company,  or  its
successors or assigns.

            The  term "not compete"  as used in this agreement means that  I
shall not directly or indirectly, as an owner, officer, director,  employee,
consultant,  or stockholder,  engage in a business substantially similar  or
competitive with the business of the company.

            This non-competition agreement shall extend only for a radius of
* miles from the present location of the Company, and shall be in full force
and effect for *  years,  commencing with the date of the termination of  my
employment.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.612


                  NOTICE OF UNSATISFACTORY PERFORMANCE


                                 Date: *

To: *(Employee)




            We confirm our meeting resecting certain unsatisfactory  aspects
of  your performance.   We expect that in the future you shall improve  your
performance by:

*


            We have every confidence the problem will not be repeated by you
in the future.



                                 _________________


                                                Form No.613

                     FINAL WARNING BEFORE DISMISSAL


                                 Date: *



To: *(Employee)




            We  have  previously notified you of certain  problems  in  your
performance as an employee, which problems are continuing.

            Any  further violations of company policy or failure to  perform
in  accordance with our standards shall result in your  immediate  dismissal
without notice or further warning.




                                 _________________



                                                Form No.614


                               RESIGNATION


                                 Date: *



To: *(Employer)




            I hereby tender my resignation from the firm effective the * day
of *, 198  .

            At that time I shall deliver up to you all property of the  firm
in my possession.



                                 Yours very truly,



                                 _________________



                                                Form No.615
                                      
                                RESIGNATION

                           (with acknowledgement)


                                 Date: *



To: *(Company)




Gentlemen:


            Please  be advised that the undersigned hereby resigns as  *  of
the corporation effective upon your acceptance.

            Please  acknowledge your acceptance of the said  resignation  on
behalf of the corporation.


                                 Yours very truly,



                                 _________________





            The  foregoing  has  been accepted pursuant to  a  vote  of  the
directors/shareholders of the corporation effective the * day of *, 198  .



                                   Per:_________________




                                                Form No.616


                        TERMINATION OF EMPLOYMENT


                                 Date: *



To: *(Employee)




            We regret to inform you that your employment with the firm shall
be terminated on the * day of*, 198  , for the following reason(s):

*



            Severance  payments  shall be made in  accordance  with  company
policy.  Please  arrange  for the return of any  company  property  in  your
possession.

            Again, we regret that this action is necessary.



                                   Yours very truly,



                                   _________________


                                                Form No.617

                      EMPLOYEE INVENTION AGREEMENT


   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being  hereby acknowledged,  and in consideration of the  undersigned  being
employed  by * (the "Company"), the undersigned hereby agrees,  acknowledges
and represents as follows:


1.  That the undersigned,  during the course of employment,  shall  promptly
disclose   in   writing  to  the  company   all   inventions,   discoveries,
improvements,  developments  and  innovations  whether  patentable  or  not,
conceived  in whole or in part by the undersigned or through  assistance  of
the undersigned,  and whether conceived or developed during working hours or
not, which:

   a)  Result from any work performed on behalf of Company, or pursuant to a
suggested research project by the Company, or

   b)  Relate in any manner to the existing or contemplated business of  the
Company, or

   c)   Result from the use of the Company's time,  material,  employees  or
facilities.


2.  The  undersigned  hereby  assigns to the  Company,  its  successors  and
assigns, all of the right, title and interest to the said inventions.


3.  The  undersigned  shall,  at the  Company's  request,  execute  specific
assignments to any such invention and execute, acknowledge,  and deliver any
additional  documents required to obtain letters patent in any  jurisdiction
and shall,  at the Company's request and expense,  assist in the defense and
prosecution of such letters patent or other registrations as may be required
by the Company.  This provision shall survive any termination of  employment
with the Company.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                                                Form No.618



                   CONFIDENTIAL INFORMATION AGREEMENT


   In consideration of being employed by * (the "Company"),  the undersigned
hereby agrees and acknowledges:


1.  That during the course of my employ there may be disclosed to me certain
trade secrets of the Company; said trade secrets consisting of:

   a)   Technical  information,  including  methods,  processors,  formulae,
compositions, inventions, machines, computer programs and research projects.

   b)  Business information, including customer lists, pricing data, sources
of supply, and marketing, production, and merchandising systems or plans.


2. I shall not during, or at any time after the termination of my employment
with the Company, use for myself of others, or disclose or divulge to others
any  trade  secrets,  confidential information,  or any other  data  of  the
Company in violation of this agreement.


3. That upon the termination of my employment with the Company:

   a)  I shall return to the Company all documents relating to the  company,
including but not necessarily limited to all drawings, blueprints,  reports,
manuals,  correspondence,  customer lists, computer programs,  and all other
materials  and  all  copies thereof relating in any  way  to  the  Company's
business, or in any way obtained by me during the course of my employment. I
further agree that I shall not retain any copies of the foregoing.

   b)   The  Company may notify any future or prospective  employer  of  the
existence of this agreement.

   c)   This  agreement  shall  be binding upon  me  and  my  personal  rep-
resentatives and successors in interest,  and shall enure to the benefit  of
the Company, its successors and assigns.

   d)   The  unenforceability of any provision to this agreement  shall  not
impair or affect any other provision.

   e)  In the event of any breach of this agreement,  the Company shall have
full rights to injunctive relief,  in addition to any other existing rights,
and I hereby consent to any such application.



Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )

                                                Form No.619
                                 CHAPTER 7


                           SHORT FORM OF LEASE

                                (COMMERCIAL)


                  M E M O R A N D U M    O F    L E A S E


                         Made the * day of *, 198*.

               In Pursuance of the Short Forms of Leases Act


Between:


                                  *LESSOR

                                        (hereinafter called the "Landlord")
                                                       OF THE FIRST PART


-and-

                                  *LESSEE

                                        (hereinafter called the "Tenant")
                                                       OF THE SECOND PART



WITNESSETH  that  in consideration of the rents,  covenants  and  agreements
hereinafter  reserved  and contained on the part of the said Tenant,  to  be
paid,  observed and performed,  the said Landlord has demised and leased and
by these presents doth demise and lease unto the said Tenant:

ALL  THOSE CERTAIN PREMISES excluding any part of the external  walls  known
and described as

*


TO HAVE AND TO HOLD the said demised premises for and during the term of

*


to be computed from the * day of *,  198*,  and from thenceforth ensuing and
to be fully completed and ended on the * day of *, 198*.



YIELDING  AND  PAYING THEREFOR yearly and every year during  the  said  term
hereby granted, unto the said Landlord, the sum of $* per annum,  payable at
par at * in equal monthly instalments of * each in advance on the first  day
of  each  month during the said term,  the first payment to be made  on  the
first day of *, 198*.


The said Tenant covenants with the said Landlord to pay rent.


AND  to pay all business taxes in respect of the business carried on by  the
Tenant  in and upon or by reason of their occupancy of the  premises  hereby
demised;


AND to repair (reasonable wear and tear,  and damage by fire,  lightning and
tempest only excepted);


AND that the said Landlord may enter and view state to repair;


AND  that  the  said  Tenant will repair  according  to  notice  in  writing
(reasonable  wear  and  tear  and damage  by  fire,  lightning  and  tempest
excepted);


AND  that they will leave the premises in good repair (reasonable  wear  and
tear and damage by fire, lightning and tempest only excepted);


AND will not assign or sublet the whole or any part of the demised  premises
without  leave;  the Tenant hereby waives and renounces the benefit  of  any
present  or future act of the Legislature of Ontario which would  allow  the
Tenant to assign or sublet this lease, without leave of the Landlord.


AND  the said Tenant covenants with the said Landlord,  its  successors  and
assigns:

     (a)   THAT  the said demised premises will not,  during  the  said
     term, be at any time used for any other purpose than that of

*

     (b)   AND THAT no fixtures,  goods or chattels of any  kind  will,
     except  in the ordinary course of business,  be removed  from  the
     demised  premises  during the term hereby demised or at  any  time
     thereafter  without  the  written consent  of  the  Landlord,  its
     successors  or assigns,  being first had and obtained,  until  all
     rent  in  arrears  as well as all rent to become  due  during  the
     remainder  of the term hereby granted shall have been fully  paid,
     or the payment thereof secured to the satisfaction of the Landlord
     or its assigns.

     (c)  THAT the Tenant will not, during the said term or at any time
     prior or subsequent thereto, purchase, acquire or use any electric
     current for lighting or other purposes except from the company  or
     corporation  which  shall for the time supply  the  Landlord  with
     electric  current  for  such purposes in the  said  building;  the
     intention being that without the written consent of the  Landlord,
     there  shall be only one system of electric lighting in  the  said
     building.

     (d)   THE Tenant hereby covenants to pay all charges for  electric
     energy  (for light and power)  and gas used by the Tenant  in  the
     demised premises.

     (e)  THAT if the Tenant shall during the said term desire to affix
     or  erect  partitions,  counters or fixtures in any  part  of  the
     walls, floors or ceilings of the demised premises, it may do so at
     its  own expense at any time and from provided that  the  Tenant's
     rights  to make such alterations to the demised premises shall  be
     subject to the following conditions:

          (1)  THAT before undertaking any such alterations, the Tenant
          shall  submit  to the Landlord a plan  showing  the  proposed
          alterations and shall obtain the approval and consent of  the
          Landlord to the same.

          (2)  THAT all such alterations shall conform to all  building
          bylaws, if any, then in force affecting the demised premises.

          (3)  THAT such alterations will not be of such kind or extent
          as  to  in any manner weaken the structure  of  the  building
          after  the alterations are completed or reduce the  value  of
          the building.

     (f)  THAT,  except as herein provided the Tenant will not erect or
     affix or remove or charge the location or style of any  partitions
     or  fixtures,  without the written consent of the  Landlord  being
     first had and obtained.

     (g)  THAT,  at the expiration of the term hereby granted,  or  any
     renewal thereof, all fixtures belonging to the Tenant shall remain
     upon  the demised premises until taken down by the  Landlord,  and
     the Tenant shall forthwith, upon the same being taken down, remove
     the  same from the demised premises first paying to  the  Landlord
     the  expense  of  such  taking down and  making  good  all  damage
     occasioned  to the demised premises by the taking down or  removal
     thereof.

     (h)  THAT, if the term hereby granted or the goods and chattels of
     the  Tenant  or  any assignee or subtenant shall be  at  any  time
     seized  or taken in execution or attachment,  or if the Tenant  or
     any  such assignee or subtenant shall make an assignment  for  the
     benefit  of  creditors or shall become bankrupt or  insolvent,  or
     make  a proposal to its creditors, or without the consent  of  the
     Landlord being first obtained in writing, shall make a sale, under
     the Bulk Sales Act, in respect of goods on the premises,  or being
     a  company  shall  become subject  to  any  legislature  enactment
     relating  to  liquidation  or  winding  up,  either  voluntary  or
     compulsory,  the said term shall immediately become forfeited  and
     void,  and an amount equivalent to the next ensuing three  months'
     rent shall be at once due and payable.

     (i)  THAT the Tenant and its clerks,  servants and agents will  at
     times  during  the occupancy of the demised premises  observe  and
     conform  to  such reasonable rules and regulations  set  forth  in
     Schedule  "A"  hereto and of which the Tenant shall  be  notified,
     such rules and regulations being deemed to be incorporated in  and
     form part of these presents.

     (j)   THAT,  in  the event of the Landlord desiring  at  any  time
     during  the  term,  or any renewal thereof,  to remodel  the  said
     building,  or any part thereof, or to take down the said building,
     the  Tenant  will  on receiving six  months'  notice  in  writing,
     surrender  this lease and all the remainder of the term,  if  any,
     then yet to come and unexpired,  as from the day mentioned in such
     notice,   and  will,   subject  nevertheless  to  the   provisions
     hereinbefore contained thereupon, vacate the premises and yield up
     to  the  Landlord  the  peaceable  possession  thereof.    IT   IS
     UNDERSTOOD that the said six months' notice need not expire at the
     end  of the year or at the end of any month,  and in the event  of
     the day fixed for termination of the lease expiring on some  other
     day than the last day of a month, the rent for such month shall be
     apportioned for the broken period.


IT  IS AGREED between the Parties hereto that in the event of a sale of  the
said  premises or if the said premises be expropriated or condemned  by  any
Department  of  the Federal,  Provincial or Municipal Governments  then  the
Landlord  shall have the right notwithstanding anything herein contained  to
terminate  this  lease upon giving three months'  notice in writing  to  the
Tenant  of his intention so to do or by paying the said Tenant a  bonus   of
three months'  rent,  in which latter event, the Tenant undertakes to vacate
the said premises at the expiration of thirty (30) days from the delivery of
such notice.


THE  LESSEE,  agrees  to pay the cost of any  installations,  additions,  or
alterations  to the said premises that the Landlord may be required to  make
by any Municipal,  Provincial or other governing authority,  or requested by
any  private  protective system used by the Tenants,  for the  security  and
protection  of  the  Tenant  and his employees  and  his  or  their  effects
including but not so as to limit the foregoing installations,  additions and
alterations  for  fire  and theft protection  and  all  such  installations,
additions,  or  alterations  shall  forthwith become  the  property  of  the
Landlord.


AND the Tenant further covenants, promises and agrees with the Landlord that
notwithstanding any present or future Act of the Legislature of the Province
of Ontario,  none of the goods or chattels of the Tenant at any time  during
the  continuance  of the term hereby created on the  said  demised  premises
shall  be exempt from levy by distress for rent in arrears by the Tenant  as
provided for by the said Section of said Act,  and that upon any claim being
made  for  such  exemption by the Tenant or on distress being  made  by  the
Landlord,  this covenant and agreement may be pleaded as an estoppel against
the  Tenant in any action brought to test the right to the levying upon  any
such goods as are named exempted in the said Section,  the Tenant waiving as
he hereby does all and every benefit that could or might have accrued to him
under and by virtue of the said act but for the above covenant.


The Landlord covenants with the Tenant for quiet enjoyment.


The Landlord further covenants with the Tenant as follows:

     (a)   To  pay  all taxes and rates,  municipal,  parliamentary  or
     otherwise,  including  water rates for the normal supply  of  cold
     water to the said premises, assessed against the demised  premises
     of the Landlord or Tenant on account thereof saving and  excepting
     any  business taxes and taxes upon personal property or income  of
     the  Tenant,  license  fees,  or  other  taxes  imposed  upon  the
     property, business or income of the Tenant;

          PROVIDED THAT;

          (i)  IN THE EVENT of the Tenant being assessed as a  Separate
          School  Supporter,  and by reason thereof the amount  of  the
          taxes  payable on the said premises being increased over  the
          amount payable on an assessment as a Public School Supporter,
          then  and in such event the Tenant covenants and agrees  with
          the  Landlord  to  pay to the Landlord  the  amount  of  such
          increase  upon demand being made therefor in writing  by  the
          Landlord.   It  is understood and agreed that  such  increase
          shall be payable by the Tenant notwithstanding the fact  that
          at the time such demand is made,  the Tenant may have  ceased
          to be a tenant of the Landlord.   In the event of the  Tenant
          failing  to pay to the Landlord the amount of  such  increase
          upon demand as herein provided, then the Landlord shall  have
          the  same rights and remedies for collection thereof  as  for
          the rent in arrears.

          (ii)   THE  LESSEE  covenants  and agrees  to  and  with  the
          Landlord  that  if there shall be an  increase  in  municipal
          taxes  payable by the landlord over the amount shown  by  the
          immediately last tax bill issued by the municipality in which
          the  demised premises are situate prior to the date  of  this
          lease the Tenant will pay any such increase apportioned  over
          the  term  of  the  within lease and  the  renewal  (if  any) 
          hereinbefore provided and that any such increase in municipal
          taxes  shall  be  deemed  to be part  of  the  rent  reserved
          hereunder  and  all the remedies available  to  the  Landlord
          relating  to  rent  both hereunder and at  law  shall  apply,
          mutatis mutandis, thereto.

     (b)  To heat the said premises between the 15th day of October and
     the 1st day of May next ensuing in each year in such manner as  to
     keep  the  said  premises  at a  reasonable  temperature  for  the
     reasonable  use thereof by the Tenant during  reasonable  business
     hours  except  during  the  making of repairs,  and  in  case  the
     boilers, engines, pipes, or other apparatus or any of them used in
     effecting  the heating of the said demised premises shall  at  any
     time become incapable of heating said premises as aforesaid, or be
     damaged  or  destroyed,  to repair said  damage  or  replace  said
     boilers,  engines,  pipes or apparatus or any of them or  (at  the
     option  of  the  Landlord)  substitute  other  heating   apparatus
     therefor within a reasonable time,  provided,  however,  that  the
     Landlord  shall   not  be liable  for  indirect  or  consequential
     damages  for  personal  discomfort or  illness  arising  from  any
     default of the Landlord;

     (c)   To give the Tenant,  his agents,  clerks,  servants and  all
     persons transacting business with the Tenant, in common with other
     persons,  the right to enter the demised premises by means of  the
     main  entrance and free use of the stairway and passages from  the
     street  to the said premises at all reasonable times,  subject  to
     rules  and  regulations in regard to the said building as  may  be
     passed by from time to time.


PROVISO  for  re-entry  by  the  said Landlord  on  nonpayment  of  rent  or
nonperformance of covenants.


IT IS FURTHER DECLARED AND AGREED that in case the said premises or any part
thereof,  become and remain vacant and unoccupied for the period of  fifteen
days,  or be used by any other person or persons,  or for any other  purpose
than  as above provided,  without the written consent of the Landlord,  this
lease shall,  at the option of the Landlord, cease and be void, and the term
hereby  created  expire  and  be at an end,  anything  hereinbefore  to  the
contrary  notwithstanding  and the proportionate part of  the  current  rent
shall  thereupon become immediately due and payable,  and the  Landlord  may
reenter  and take possession of the premises as though the lessee  or  other
occupant  or  occupants  of  said  premises  were  holding  over  after  the
expiration of the term; or in such case instead of determining this lease as
aforesaid  and reentering upon the demised premises,  the Landlord may  take
possession of the demised premises,  or any part or parts thereof,  and  let
and manage the same and grant any lease or leases thereof upon such terms as
to  the  Landlord or its assigns may appear to be  reasonable,  and  demand,
collect,  receive and distrain for all rental which shall become payable  in
respect  thereof,  and apply the said rentals after deducting  all  expenses
incurred  in connection with the demised premises and in the  collection  of
the said rent including reasonable commission for the collection thereof and
the  management of the demised premises, upon the rent hereby reserved,  and
the  Landlord and its assigns and every such agent acting as aforesaid  from
time  to  time,  shall in so acting be the agents of the Tenant,  who  alone
shall be responsible for their acts,  and the Landlord and its assigns shall
not   be  accountable  for  any  moneys  except  those  actually   received,
notwithstanding  any act,  neglect,  omission or default or any  such  agent
acting as aforesaid.


AND IT IS FURTHER DECLARED AND AGREED THAT the Landlord shall not be  liable
for any damage to any property at any time upon the demised premises arising
from gas,  steam,  water,  rain or snow, which may leak into,  issue or flow
from  any  part  of  the said building, or from the  gas,  water,  steam  or
drainage  pipes  or plumbing works of the same or from any  other  place  or
quarter  or  for any damage caused by or attributable to  the  condition  or
arrangement of any electric or other wires in the said building.


The Tenant shall be liable for any damage done by reason of water being left
running  from  the  taps in the demised premises or from  gas  permitted  to
escape therein.


AND  the  Landlord shall not be responsible for any  personal  injury  which
shall be sustained by the Tenant or any employee, customer,  or other person
who  may  be  upon  the demised premises or in  the  said  building  or  the
entrances  or  appurtenances thereto.   All risks of any such  injury  being
assumed by the Tenant, who shall hold the Landlord  harmless and indemnified
therefrom.


THE Tenant shall give the Landlord prompt written notice of any accident  or
other  defect  in the sprinkler system, water pipes,  gas pipes  or  heating
apparatus, telephone, electric or other wires or any part of the premises.


THE Tenant covenants with the said Landlord that his said business to be  so
carried  on in the said building will not be of such nature as  to  increase
the  insurance  risk on the said premises or cause the Landlord to  pay  the
increased rate of insurance premiums on the said premises by reason  thereof
and it is distinctly understood that in case said business so carried on  by
the Tenant is or becomes of such a nature to increase the insurance risk  or
causes  the Landlord and/or other occupants of the said building to  pay  an
increased rate of insurance premiums, that the Tenant will from time to time
pay  to  the Landlord the increased amount of insurance premiums  which  the
said  Landlord  and  other occupants of] the said building have  to  pay  in
consequence  thereof;  provided that the Tenant covenants that he  will  not
carry on or permit to be carried on any business in the said building  which
may  make void or voidable any insurance held by the Landlord or  the  other
occupants of the said building.


PROVIDED  that the Tenant will not do or permit anything to be done  on  the
said  premises or permit or keep anything therein which may be  annoying  to
the  Landlord  or  other occupants of the said building or  which  the  said
Landlord  may  deem  to be a nuisance and that no machinery  shall  be  used
therein which shall cause any undue vibration in or to the said premises and
that  in  case of the Landlord or any other occupants of the  said  building
reasonably  complaining  that  any machinery or operation or  process  is  a
nuisance  to it or them or which causes any undue vibration or noise in  the
said  premises,  that upon receiving notice thereof,  the said  Tenant  will
immediately abate such nuisance.  The said Tenant covenants not to  obstruct
or interfere with the rights of the Landlord or other occupants of the  said
building or in any way injure or annoy them or conflict with any of rule and
regulations of the Board of Health or with any Statute or municipal bylaw.


AND  IT  IS HEREBY FURTHER AGREED by and between the said Landlord  and  the
said  Tenant  that  no sign,  advertisement or notice  shall  be  inscribed,
painted  or affixed by the said Tenant on any part of the outside or  inside
of the building whatever,  unless of such manner, color,  size and style and
in such places upon or in said building as shall be first designated by  the
Landlord,  and,  furthermore,  the Tenant,  on ceasing to be Tenant  of  the
demised premises, will, before removing his goods and fixtures from the said
premises,  cause any sign as aforesaid to be removed or obliterated  at  his
own expense and in a workmanlike manner to the satisfaction of the Landlord.


THE Landlord undertakes to maintain elevators in said building which are  to
be  run  during  the ordinary business hours of every business  day  of  the
year,but not during public holidays or Sundays,  except at the option of the
Landlord.    The  Tenant  shall,   subject  to  the  Landlord's  rules   and
regulations,  have free use of such elevators in common with others lawfully
using the same, but the Tenant and its employees and all other persons using
any such elevator shall do so at its, his,  her or their own sole risk,  and
under no circumstances shall the Landlord be held responsible for any damage
or injury happening to any person whilst using such elevator,  or occasioned
to any person by such elevator or any appurtenances and whether such  damage
or  injury  shall happen by reason of the act,  omission  or  negligence  or
otherwise  of the Landlord,  or any of its employees,  servants,  agents  or
otherwise howsoever.


THE  Landlord agrees to pay for normal water consumed on the  said  premises
but  in the event any abnormal consumption of water either by reason of  the
character  of  the  business  carried on by the Tenant  or  by  the  use  of
mechanical or other contrivances the Tenant consents to the installation  of
a  water meter at his own expense, if necessary,  and further agrees to  pay
for the excess water consumed on the said premises.


THE  Tenant agrees at his own expense to replace any  plate glass  or  other
glass that has been broken or removed during the term of the within lease or
of  any renewal thereof and will during the said term keep the  plate  glass
fully insured in some company approved by the Landlord.


PROVIDED that if during the term herein or any renewal thereof the  premises
shall  be  destroyed or damaged by fire or the elements then  the  following
provisions shall apply:

     (a)   If the demised premises shall be so badly injured as  to  be
     unfit for occupancy, and as to be incapable of being repaired with
     reasonable  diligence  within one hundred and twenty days  of  the
     happening of such injury, then the term hereby granted shall cease
     and  be  at an end to all intents and purposes from  the  date  of
     such  damage  or destruction,  and the  Tenant  shall  immediately
     surrender  the  same,  and  yield up  possession  of  the  demised
     premises to the Landlord,  and the rent from time to time of  such
     surrender shall be apportioned;

     (b)   If  the demised premises shall be capable,  with  reasonable
     diligence, being of repaired and rendered fit for occupancy within
     one  hundred and twenty days from the happening of such injury  as
     aforesaid,  but  if the damage is such as to  render  the  demised
     premises wholly unfit for occupancy, then the rent hereby reserved
     shall  not run accrue after such injury,  or while the process  of
     repair  is going on,  and the Landlord shall repair the same  with
     all  reasonable speed,  and the rent shall recommence  immediately
     after such repairs shall be completed.

     (c)  If the demised premises shall be repaired within one  hundred
     and twenty days as aforesaid,  and if the damage is such that  the
     said premises are capable of being partially used, then until such
     damage  shall  have been repaired,  the rent shall  abate  in  the
     proportion  that the part of the demised premises  rendered  unfit
     for occupancy bears to the whole of the demised premises.


THERE shall be no abatement from or reduction of the rent due hereunder, nor
shall the Tenant be entitled to damages, losses, costs or disbursements from
the Landlord during the term hereby created on,  caused by or on account  of
fire,  (except as above),  water, sprinkler systems,  partial  or  temporary
failure or stoppage of heat, light, elevator, live steam or plumbing service
in or to the said premises or building, whether due to acts of God, strikes,
accidents,  the  making  of alterations,  repairs,  renewals,  improvements,
structural  changes  to the said premises or buildings or the  equipment  or
systems supplying the said services, or from any cause whatsoever;  provided
that the said failure or stoppage be remedied within a  reasonable within  a
reasonable time.


THAT  the  Tenant will permit the Landlord to exhibit the  demised  premises
during the last three months of the term to any prospective tenant and  will
permit  all  persons  having written authority therefor  to  view  the  said
premises at all reasonable hours.


THAT any notice which either of the parties is required or permitted to give
pursuant to any provision of this lease may, if intended for the Tenant,  be
given by a writing left at the demised premises or mailed by registered mail
addressed  to the Tenant at the demised premises,  and if intended  for  the
Landlord by a writing left at the premises of the Landlord at

*

or  mailed  by registered addressed to the Landlord at the  Landlord's  said
premises,  and such notice shall be deemed to have been given at the time it
was delivered or mailed, as the case may be.


PROVIDED  further and it is hereby agreed that should the Tenant  hold  over
after the expiration of this lease and the Landlords thereafter accept  rent
for the said premises,  the Tenant shall hold the said premises as a monthly
tenant only of the Landlords but subject in all other respects to the  terms
and conditions of this lease.


The  words importing the singular number only shall include the plural,  and
vice  versa,  and  words importing the masculine gender  shall  include  the
feminine  gender,  and  words  importing persons  shall  include  firms  and
corporations and vice versa.


Unless  the context otherwise required,  the word "Landlord"  and  the  word
"Tenant"  wherever used herein shall be construed to include and shall  mean
the  executors,  administrators,  successors  and/or  assigns  of  the  said
Landlord and Tenant,  respectively,  and when there are two or more  Tenants
bound  by the same covenants herein contained,  their obligations  shall  be
joint  and several.   "Landlord"  shall also mean and include  "Lessor"  and
Tenant" shall also mean and include "Lessee".

Dated this * day of *, 198*  .


     IN  WITNESS  WHEREOF the the parties have hereto  respectively  affixed
their corporate seal, attested by the hand of a duly authorized officer, and
set their hand and seal, on the day and year first above written.

     SIGNED, SEALED AND DELIVERED  )
     in the presence of:           )
                                   )
                                   )
     _____________________         )         _________________________
     WITNESS                       )         *
                                   )
                                   )         CORP NAME
                                   )
                                   )
                                   )
                                   )         Per:_____________________



                                                Form No.701


                           SHORT FORM OF LEASE

                               (residential)


                  M E M O R A N D U M    O F    L E A S E


                         Made the * day of *, 198*.


Between:


                                  *LESSOR

                                        (hereinafter called the "Landlord")
                                                       OF THE FIRST PART


-and-

                                  *LESSEE

                                        (hereinafter called the "Tenant")
                                                       OF THE SECOND PART



WITNESSETH  that  in consideration of the rents,  covenants  and  agreements
hereinafter  reserved  and contained on the part of the said Tenant,  to  be
paid,  observed and performed,  the said Landlord has demised and leased and
by these presents doth demise and lease unto the said Tenant:

ALL THOSE CERTAIN PREMISES known and described as

*


TO HAVE AND TO HOLD the said demised premises for and during the term of

*


to be computed from the * day of *,  198*,  and from thenceforth ensuing and
to be fully completed and ended on the * day of *, 198*.



YIELDING  AND PAYING THEREFOR monthly and every month during the  said  term
hereby granted, unto the said Landlord, the sum of $* per month,  payable in
equal  monthly  instalments of * each in advance on the first  day  of  each
month during the said term, the first payment to be made on the first day of
*, 198*.


The said Tenant covenants with the said Landlord to pay rent.


AND to repair (reasonable wear and tear,  and damage by fire,  lightning and
tempest only excepted);


AND that the said Landlord may enter and view state of repair;


AND  that  the  said  Tenant will repair  according  to  notice  in  writing
(reasonable  wear  and  tear  and damage  by  fire,  lightning  and  tempest
excepted);


AND  that they will leave the premises in good repair (reasonable  wear  and
tear and damage by fire, lightning and tempest only excepted);


AND will not assign or sublet the whole or any part of the demised  premises
without  leave;  the Tenant hereby waives and renounces the benefit  of  any
present  or future act of the Legislature of Ontario which would  allow  the
Tenant to assign or sublet this lease, without leave of the Landlord.


AND  the said Tenant covenants with the said Landlord,  its  successors  and
assigns:

     (a)   THAT  the said demised premises will not,  during  the  said
     term,  be  at  any  time  used for  any  other  purpose  than  the
     residential occupancy of the Tenant and the spouse and children of
     the Tenant, if any.

     (b)   THE Tenant hereby covenants to pay all charges for  electric
     energy  (for light and power)  and gas used by the Tenant  in  the
     demised premises.

     (c)   THAT the Tenant will not erect or affix or remove or  charge
     the location or style of any partitions or fixtures,  without  the
     written consent of the Landlord being first had and obtained.

     (d)  THAT the Tenant and family, visitors, servants and agents will
     at times during the occupancy of the demised premises observe  and
     conform  to  such reasonable rules and regulations  set  forth  in
     Schedule  "A"  hereto and of which the Tenant shall  be  notified,
     such rules and regulations being deemed to be incorporated in  and
     form part of these presents.

     (e)   THAT,  in  the event of the Landlord desiring  at  any  time
     during  the  term,  or any renewal thereof,  to remodel  the  said
     building,  or any part thereof, or to take down the said building,
     the  Tenant  will  on receiving four months'  notice  in  writing,
     surrender  this lease and all the remainder of the term,  if  any,
     then yet to come and unexpired,  as from the day mentioned in such
     notice,   and  will,   subject  nevertheless  to  the   provisions
     hereinbefore contained thereupon, vacate the premises and yield up
     to  the  Landlord  the  peaceable  possession  thereof.    IT   IS
     UNDERSTOOD  that the said four months'  notice need not expire  at
     the end of the year or at the end of any month,  and in the  event
     of  the  day fixed for termination of the lease expiring  on  some
     other  day than the last day of a month,  the rent for such  month
     shall be apportioned for the broken period.


IT  IS AGREED between the Parties hereto that in the event of a sale of  the
said  premises or if the said premises be expropriated or condemned  by  any
Department  of  the Federal,  Provincial or Municipal Governments  then  the
Landlord  shall have the right notwithstanding anything herein contained  to
terminate  this  lease upon giving three months'  notice in writing  to  the
Tenant  of his intention so to do or by paying the said Tenant a  bonus   of
three months'  rent,  in which latter event, the Tenant undertakes to vacate
the said premises at the expiration of thirty (30) days from the delivery of
such notice.


The Landlord covenants with the Tenant for quiet enjoyment.


The Landlord further covenants with the Tenant as follows:

     (a)   To  pay  all taxes and rates,  municipal,  parliamentary  or
     otherwise, including water rates for the normal supply of water to
     the  said premises,  assessed against the demised premises of  the
     Landlord or Tenant on account thereof;

          PROVIDED THAT;

          (i)  IN THE EVENT of the Tenant being assessed as a  Separate
          School  Supporter,  and by reason thereof the amount  of  the
          taxes  payable on the said premises being increased over  the
          amount payable on an assessment as a Public School Supporter,
          then  and in such event the Tenant covenants and agrees  with
          the  Landlord  to  pay to the Landlord  the  amount  of  such
          increase  upon demand being made therefor in writing  by  the
          Landlord.   It  is understood and agreed that  such  increase
          shall be payable by the Tenant notwithstanding the fact  that
          at the time such demand is made,  the Tenant may have  ceased
          to be a tenant of the Landlord.   In the event of the  Tenant
          failing  to pay to the Landlord the amount of  such  increase
          upon demand as herein provided, then the Landlord shall  have
          the  same rights and remedies for collection thereof  as  for
          the rent in arrears.


     (b)  To heat the said premises between the 15th day of October and
     the 1st day of May next ensuing in each year in such manner as  to
     keep  the  said  premises  at a  reasonable  temperature  for  the
     reasonable  use thereof by the Tenant during  reasonable  business
     hours  except  during  the  making of repairs,  and  in  case  the
     boilers, engines, pipes, or other apparatus or any of them used in
     effecting  the heating of the said demised premises shall  at  any
     time become incapable of heating said premises as aforesaid, or be
     damaged  or  destroyed,  to repair said  damage  or  replace  said
     boilers,  engines,  pipes or apparatus or any of them or  (at  the
     option  of  the  Landlord)  substitute  other  heating   apparatus
     therefor within a reasonable time,  provided,  however,  that  the
     Landlord  shall   not  be liable  for  indirect  or  consequential
     damages  for  personal  discomfort or  illness  arising  from  any
     default of the Landlord;

     (c)  To give the Tenant, his family, agents, clerks,  servants and
     all persons transacting business with the Tenant,  in common  with
     other persons, the right to enter the demised premises by means of
     the  main entrance and free use of the stairway and passages  from
     the  street to the said premises at all reasonable times,  subject
     to rules and regulations in regard to the said building as may  be
     passed by from time to time.


PROVISO  for  re-entry  by  the  said Landlord  on  nonpayment  of  rent  or
nonperformance of covenants.


IT IS FURTHER DECLARED AND AGREED that in case the said premises or any part
thereof,  become and remain vacant and unoccupied for the period of  fifteen
days,  or be used by any other person or persons,  or for any other  purpose
than  as above provided,  without the written consent of the Landlord,  this
lease shall,  at the option of the Landlord, cease and be void, and the term
hereby  created  expire  and  be at an end,  anything  hereinbefore  to  the
contrary  notwithstanding  and the proportionate part of  the  current  rent
shall  thereupon become immediately due and payable,  and the  Landlord  may
reenter  and take possession of the premises as though the lessee  or  other
occupant  or  occupants  of  said  premises  were  holding  over  after  the
expiration of the term; or in such case instead of determining this lease as
aforesaid  and reentering upon the demised premises,  the Landlord may  take
possession of the demised premises,  or any part or parts thereof,  and  let
and manage the same and grant any lease or leases thereof upon such terms as
to  the  Landlord or its assigns may appear to be  reasonable,  and  demand,
collect,  receive and distrain for all rental which shall become payable  in
respect  thereof,  and apply the said rentals after deducting  all  expenses
incurred  in connection with the demised premises and in the  collection  of
the said rent including reasonable commission for the collection thereof and
the  management of the demised premises, upon the rent hereby reserved,  and
the  Landlord and its assigns and every such agent acting as aforesaid  from
time  to  time,  shall in so acting be the agents of the Tenant,  who  alone
shall be responsible for their acts,  and the Landlord and its assigns shall
not   be  accountable  for  any  moneys  except  those  actually   received,
notwithstanding  any act,  neglect,  omission or default or any  such  agent
acting as aforesaid.


AND IT IS FURTHER DECLARED AND AGREED THAT the Landlord shall not be  liable
for any damage to any property at any time upon the demised premises arising
from gas,  steam,  water,  rain or snow, which may leak into,  issue or flow
from  any  part  of  the said building, or from the  gas,  water,  steam  or
drainage  pipes  or plumbing works of the same or from any  other  place  or
quarter  or  for any damage caused by or attributable to  the  condition  or
arrangement of any electric or other wires in the said building.


The Tenant shall be liable for any damage done by reason of water being left
running  from  the  taps in the demised premises or from  gas  permitted  to
escape therein.


AND  the  Landlord shall not be responsible for any  personal  injury  which
shall  be sustained by the Tenant,  the family of the Tenant,  or any  other
person  who may be upon the demised premises or in the said building or  the
entrances  or  appurtenances thereto.   All risks of any such  injury  being
assumed by the Tenant, who shall hold the Landlord  harmless and indemnified
therefrom.


THE Tenant shall give the Landlord prompt written notice of any accident  or
other  defect  in the sprinkler system, water pipes,  gas pipes  or  heating
apparatus, telephone, electric or other wires or any part of the premises.


PROVIDED  that the Tenant will not do or permit anything to be done  on  the
said  premises or permit or keep anything therein which may be  annoying  to
the  Landlord  or  other occupants of the said building or  which  the  said
Landlord  may  deem  to be a nuisance and that no machinery  shall  be  used
therein which shall cause any undue vibration in or to the said premises and
that  in  case of the Landlord or any other occupants of the  said  building
reasonably  complaining  that  any machinery or operation or  process  is  a
nuisance  to it or them or which causes any undue vibration or noise in  the
said  premises,  that upon receiving notice thereof,  the said  Tenant  will
immediately abate such nuisance.  The said Tenant covenants not to  obstruct
or interfere with the rights of the Landlord or other occupants of the  said
building or in any way injure or annoy them or conflict with any of rule and
regulations of the Board of Health or with any Statute or municipal bylaw.


THE  Landlord agrees to pay for normal water consumed on the  said  premises
but  in the event any abnormal consumption of water either by reason of  the
character  of  the occupancy of the Tenant or by the use  of  mechanical  or
other contrivances the Tenant consents to the installation of a water  meter
at his own expense,  if necessary,  and further agrees to pay for the excess
water consumed on the said premises.


THERE shall be no abatement from or reduction of the rent due hereunder, nor
shall the Tenant be entitled to damages, losses, costs or disbursements from
the Landlord during the term hereby created on,  caused by or on account  of
fire,  water, sprinkler systems, partial or temporary failure or stoppage of
heat,  light,  elevator,  live steam or plumbing service in or to  the  said
premises or building, whether due to acts of God,  strikes,  accidents,  the
making of alterations, repairs, renewals,  improvements,  structural changes
to the said premises or buildings or the equipment or systems supplying  the
said services,  or from any cause whatsoever; provided that the said failure
or stoppage be remedied within a  reasonable within a reasonable time.


THAT  the  Tenant will permit the Landlord to exhibit the  demised  premises
during the last three months of the term to any prospective tenant and  will
permit  all  persons  having written authority therefor  to  view  the  said
premises at all reasonable hours.


THAT any notice which either of the parties is required or permitted to give
pursuant to any provision of this lease may, if intended for the Tenant,  be
given by a writing left at the demised premises or mailed by registered mail
addressed  to the Tenant at the demised premises,  and if intended  for  the
Landlord by a writing left at the premises of the Landlord at

*

or  mailed  by registered addressed to the Landlord at the  Landlord's  said
premises,  and such notice shall be deemed to have been given at the time it
was delivered or mailed, as the case may be.


PROVIDED  further and it is hereby agreed that should the Tenant  hold  over
after  the expiration of this lease and the Landlord thereafter accept  rent
for the said premises,  the Tenant shall hold the said premises as a monthly
tenant only of the Landlord's but subject in all other respects to the terms
and conditions of this lease.


The  words importing the singular number only shall include the plural,  and
vice  versa,  and  words importing the masculine gender  shall  include  the
feminine  gender,  and  words  importing persons  shall  include  firms  and
corporations and vice versa.


Unless  the context otherwise required,  the word "Landlord"  and  the  word
"Tenant"  wherever used herein shall be construed to include and shall  mean
the  executors,  administrators,  successors  and/or  assigns  of  the  said
Landlord and Tenant,  respectively,  and when there are two or more  Tenants
bound  by the same covenants herein contained,  their obligations  shall  be
joint  and several.   "Landlord"  shall also mean and include  "Lessor"  and
Tenant" shall also mean and include "Lessee".

Dated this * day of *, 198*  .


     IN  WITNESS  WHEREOF the the parties have hereto  respectively  affixed
their corporate seal, attested by the hand of a duly authorized officer, and
set their hand and seal, on the day and year first above written.

     SIGNED, SEALED AND DELIVERED  )
     in the presence of:           )
                                   )
                                   )
     _____________________         )         _________________________
     WITNESS                       )         *
                                   )
                                   )         CORP NAME
                                   )
                                   )
                                   )
                                   )         Per:_____________________



                                                Form No.702


                            SCHEDULE "B" 1

*.    This  lease shall include the use of the following  chattels,  all  of
which are acknowledged to be in good operating condition at the commencement
of the term of this lease and all of which shall be maintained by the lessee
in good operating condition, subject only to reasonable wear and tear during
the term of the lease:
(a)    stove
(b)    refrigerator
(c)    dishwasher
(d)    dryer
(e)    washer
(f)    intercom system
(g)    vacuum system


*.    The lessor covenants with the lessee to pay all realty taxes and  all
condominium maintenance fees, levies and assessments, as applicable.

*.    The lessee covenants with the lessor to pay all charges for utilities
and  other  services which may be ordered by the lessee  for  the  premises,
which  shall include,  without restricting the generality of the  foregoing,
gas, electricity, water, heat, cable television and telephone.

*.    The  lessee  shall deliver to the lessor postdated  cheques  for  all
rental payments during the term of the lease.

*.    The  lessee  shall not make or permit to be  made  any  alteration  or
addition  or decoration to the premises,  without first having  submitted  a
plan or sufficient specification thereof to the lessor,  and having obtained
the  lessor's written approval thereof, and without limiting the  generality
of  the foregoing,  such alteration or addition or decoration of or  to  the
premises  shall include any painting,  wallpapering or laying of  carpet  or
broadloom in the premises.

*.    The lessee covenants to observe and to conform at all times with  the
rules and regulations of Metropolitan Toronto Condominium Corporation  No.*. 
The   lessee   acknowledges  receipt  of  all  condominium   documents   and
acknowledges  and  certifies that the lessee has read all of the  rules  and
regulations of the condominium as it is presently constituted.   The  lessee
agrees to observe and to conform to any new or revised rules and regulations
of the condominium immediately upon notice of same.

*.    The  lessee  shall  be entitled to the use of  *  parking  spaces,  as
designated by the lessor from time to time.

*.    The  lessee covenants to obtain and to keep  in  force  comprehensive
general liability insurance in an amount and upon terms satisfactory to  the
lessor  and to supply evidence of such insurance satisfactory to the  lessor
immediately upon request.

*.    The lessor and the lessee agree that if at the end of the term created
hereby  the lessor in writing permits the lessee to remain in possession  of
the  premises and accepts rent therefore a tenancy from year to  year  shall
not be created by implication of law or by custom, but that the lessee shall
be  a  monthly tenant only and that the lessee shall thereafter  vacate  the
premises when called upon by the lessor to do so.  

*.    The  lessor agrees to make all required payments in respect  of  major
maintenance and major repairs,  provided that the lessee shall maintain  the
premises  as  would  a  prudent  owner  thereof  and  the  lessee  shall  be
responsible  for all repairs required which are the result of the action  or
inaction of the lessee, the agents, servants,  employees,  guests and family
members of the lessee, reasonable wear and tear only excepted.

*.    The lessee covenants to permit the lessor or its agent access  to  the
premises,  upon reasonable notice and at reasonable times,  for ninety  days
prior  to the expiry of the term of this lease,  for the purpose of  renting
the  premises,  and during the term of the lease for the purpose of  selling
the premises.

*.    The lessee covenants and agrees to keep not more than one pet  on  the
premises.   The lessee agrees that in no event shall the lessee keep  a  pet
which  is offensive to the condominium project or disruptive of  the  peace,
quiet and safety of the condominium project.  The lessee shall be completely
responsible  for any and all damage caused by any pet to the premises or  to
the condominium project.

*.   The lessee acknowledges that the lessor may wish to retake and use the
premises as the personal residence of the lessor.   The lessee  acknowledges
that  notwithstanding  any act or statutory provision to the  contrary,  the
lessee  shall accept and be bound by three month's written notice  from  the
lessor  to vacate the premises and this lease shall be terminated  effective
in accordance with the terms of such notice.

*.    The lessee agrees that the premises are taken and leased by the lessee
on an "as is" basis.

*.    The  lessee  agrees to pay all costs of repair  of  the  premises,  in
amounts  less  than $50.00 in respect of the repair of any  single  item  or
problem,  which  premises are to be kept in a first class condition  by  the
lessee.   In the event that the cost of repair of any single item or problem
exceeds  $50.00  the lessee agrees to immediately inform the lessor  of  the
required  repair  and  the lessor shall be responsible  for  effecting  such
repair if necessary at the cost of the lessor.  In no event shall the lessee
undertake  any repair in an amount greater than $50.00 without the  specific
consent of the lessor.   In the event that the lessee does so,  in any other
than  strictly emergency repairs,  the lessee shall be responsible  for  the
cost of same.

*.    The  lessee acknowledges that the draperies in the  premises  are  the
property  of  the lessor.   The lessee shall be permitted to  hang  its  own
draperies but in such event it shall carefully store and keep entirely  safe
and unharmed the draperies of the lessor,  and the lessee shall rehang  same
properly prior to the termination of this lease.

*.   The lessee acknowledges that the lessee has specifically agreed to keep
no  pets whatsoever on the premises.   The lessee further  acknowledges  and
agrees  that  in the event that such pets are kept on or  allowed  into  the
premises  the  lessor and the premises will suffer irrevocable  damage,  for
which the lessee will be strictly responsible.  The lessee acknowledges that
the  premises  have  finished  floors, including  broadloom  and  that  such
flooring and broadloom would be severely damaged by the presence of any pet.



                                                Form No.703
1 TO BE USED, CLAUSE BY CLAUSE, AS APPLICABLE, WITH THE RESIDENTIAL
  FORM OF LEASE.


                             NOTICE OF LEASE


            Notice is hereby given of the following lease:


1.          Lessee:*

2.          Lessee:*

3.          Leased premises:*

4.          Term of Lease:*

5.          Expiry of Lease Term:*

6.          Options to Renew Lease:*

7.          Option to Purchase Property or Right of First Refusal:*




                              Lessor:   _________________



                              Lessee:   _________________



                                                Form No.704

                           AMENDMENT OF LEASE


            FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which being hereby acknowledged,  in respect of a certain lease agreement
made between the undersigned for premises known as *,  dated the * day of *,
198   , hereby modify and amend the said lease as follows:


*


            All  other terms and provisions of the lease shall remain as  is
and unamended.


            Signed under seal this * day of *, 198  .



                                 Landlord:________________



                                 Tenant:  ________________



                                                Form No.705

                           EXTENSION OF LEASE


            EXTENSION AGREEMENT made by and between * (the "Landlord")   and
*  (the "Tenant")  relative to a certain lease agreement for premises  known
as *, and dated * *, 198   (the "Lease").

            For good consideration, Landlord and Tenant each agree to extend
the  terms of said Lease for a period of * years commencing on * *,  198   ,
with no further right to renewal or extension beyond said termination date.

            During the extended term, Tenant shall pay rent of $* per annum,
payable  $*  per  month in advance,  in lieu of the rent  contained  in  the
original Lease.

            It  is further provided,  however,  that all other terms of  the
Lease shall continue during this extended term as if set forth herein.


            Signed under seal this * day of *, 198  .




                                 Landlord:_________________




                                 Tenant:  _________________


                                                Form No.706

                           ASSIGNMENT OF LEASE




            ASSIGNMENT of lease by and between * (the "Tenant"),  and * (the
"Assignee"), and * (the "Landlord").

            For good consideration,  it is agreed by and between the parties
that:

1.           The  Tenant  hereby  assigns, transfers  and  delivers  to  the
Assignee  all of the Tenant's rights in and to a certain lease  between  the
Tenant and the Landlord for certain premises known as:

*

, under a lease dated * *, 198  .  (the "Lease")

2.           The Assignee agrees to accept the said Lease,  to pay all rents
and punctually perform all of the Tenant's obligations under the said  Lease
accruing on and after the date of delivery of possession to the Assignee  as
contained  herein.   The  Assignee  further agrees  to  indemnify  and  save
harmless the Tenant from any breach of the Assignee's obligations hereunder.

3.          The parties acknowledge that the Tenant shall deliver possession
of the leased premises to the Assignee on * *,  198  ,  and that time is  of
the essence.   All rents and other charges accrued under the Lease prior  to
said date shall be fully paid by the Tenant, and thereafter by the Assignee.

4.           The  Landlord  hereby  consents to  the  assignment  of  lease,
provided that:
     a)   Consent  to the assignment shall not discharge the Tenant  of  its
obligations  under  the  Lease in the event of the breach  of  same  by  the
Assignee.
     b)  In the event of breach by the Assignee,  the Landlord shall provide
the Tenant with written notice of same and the Tenant shall have full rights
to commence all actions to recover possession of the leased premises (in the
name of Landlord,  if necessary)  and retain all rights for the duration  of
the  said Lease provided it shall pay all accrued rents and cure  any  other
default.
     c)   There  shall be no further assignment of lease without  the  prior
written consent of Landlord.

5.          This agreement shall be binding upon and enure to the benefit of
the parties, their successors, assigns and personal representatives.


            Signed under seal this   day of           , 19  .



                         Tenant         _________________



                         Assignee       _________________



                         Landlord       _________________


                                                Form No.707

                           SUBLEASE AGREEMENT





            SUBLEASE  of lease by and between * (the "Tenant"),  and *  (the
"Subtenant"), and * (the "Landlord").

            For good consideration,  it is agreed by and between the parties
that:

1.          The Tenant hereby subleases to the Subtenant all of the Tenant's
rights  in  and  to certain premises leased to the Tenant  by  the  Landlord
pursuant  to  an  agreement  of lease dated the * day of  *,  198*   ,  (the
"Lease")

2.           The Subtenant agrees to accept the said premises,  to  pay  all
rents  due under the Lease to the Tenant,  and to punctually perform all  of
the Tenant's obligations under the said Lease accruing on and after the date
of  delivery  of  possession  to the Subtenant  as  contained  herein.   The
Subtenant further agrees to indemnify and save harmless the Tenant from  any
breach of the Subtenant's obligations hereunder.

3.          The parties acknowledge that the Tenant shall deliver possession
of the leased premises to the Subtenant on * *,  198  ,  and that time is of
the essence.   All rents and other charges accruing under the shall be fully
paid  by  the  Tenant,  and all charges shall be fully paid by  the  by  the
Subtenant to the Tenant as provided following:

*


4.          The Landlord hereby consents to the sublease, provided that:

     a)   Consent  to the assignment shall not discharge the Tenant  of  its
obligations under the Lease.
     b)   In the event of breach by the Tenant,  the Subtenant shall  attorn
to the Landlord.
     c)  There shall be no further dealing with this Lease without the prior
written consent of Landlord.

5.          This agreement shall be binding upon and enure to the benefit of
the parties, their successors, assigns and personal representatives.


            Signed under seal this   day of           , 19  .



                         Tenant         _________________



                         Subtenant      _________________



                         Landlord       _________________


                                                Form No.708

                          NON-DISTURBANCE AGREEMENT




THIS AGREEMENT made this * day of *, l98*.

BETWEEN:


                                            (the "Mortgagee"),

                                                                            
      OF THE FIRST PART;

- and -



                                            (the "Tenant"),

                                                                            
      OF THE SECOND PART.


      Whereas  the mortgagee holds a mortgage from             registered  at
the  Land  Registry  Office for the Registry Division  of            on  the     
day of         ,  l98  , as Instrument No.           (the "Mortgage"),  upon
lands  more  particularly  described  in  Schedule  "A"  (the  "mortgage  to
premises");

      And Whereas the tenant is the holder of a lease dated the      day  of     
, l98  , made between            as Lessor and the Tenant as Lessee, covering
a part of the mortgage to premises (the "Leased Premises");

      And  Whereas  the  tenant and the mortgagee desire  to  confirm  their
understanding with respect to the lease and the mortgage:

      NOW  THEREFORE IN CONSIDERATION OF the sum of Two Dollars ($2.00)  now
paid  by the tenant to the mortgagee,  the receipt and sufficiency of  which
being  hereby  acknowledged,  the mortgagee and the tenant  hereby  mutually
covenant and agree as follows:

1.     So  long  as  the tenant is not in default  in  payment  of  rent  or
additional  rent  or in the performance of any of the  terms,  covenants  or
conditions of the lease on the tenant's part to be performed,  the  tenant's
possession  of  the leased premises and the tenant's rights  and  privileges
under  the  lease,  or  any extensions or renewals  thereof,  which  may  be
effected in accordance with any option therefor in the lease,  shall not  be
diminished or interfered with by the mortgagee,  and the tenant's occupancy
of  the  leased  premises shall not be disturbed by the  mortgagee  for  any
reason whatsoever during the term of the lease or any extensions or renewals
thereof.

2.     So  long as the tenant is not in default in the payment  of  rent  or
additional  rent  or in the performance of any of the  terms,  covenants  or
conditions of the lease on the tenant's part to be performed,  the mortgagee
will  not join the tenant as a party defendant in any action  or  proceeding
for  the purpose of terminating the tenant's interest and estate  under  the
lease because of any default under the mortgage.

3.     The  tenant  shall  at the request of the  mortgagee  attorn  to  the
mortgagee or as it may direct.

4.     This agreement shall enure to the benefit of and be binding upon  the
tenant, the mortgagee, their successors and assigns.

      IN  WITNESS WHEREOF the tenant and the mortgagee have  hereto  affixed
their  corporate  seals  attested  by  the  hands  of  their  officers  duly
authorized in that behalf, this * day of *, l986.


__________________________________


__________________________________



                                                Form No.709

                           SURRENDER OF LEASE



            FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which being hereby acknowledged, * (the "Lessee"),  and * (the "Lessor"),
under  a  certain lease agreement made between the parties dated  *  *,  198  
(the "Lease"),  do hereby mutually agree to terminate and cancel said  Lease
effective * *,  198  , and all rights and obligations under said Lease shall
thereupon  be cancelled excepting only for any obligations under  the  Lease
accruing prior to the effective termination date.

            This  agreement  shall  be  binding  upon  the  parties,   their
successors, assigns and personal representatives.

            Signed under seal this * day of *, 198  .



                                 Lessee:_________________


                                 Lessor:_________________


                                                Form No.710

                           WAIVER OF AGREEMENT

                               RE FIXTURES


            For good and valuable consideration, the receipt and sufficiency
of  which being hereby acknowledged,  it is agreed that *  (the  "Landlord")
hereby  waives  its  claim to  certain  equipment,  fixtures,  improvements,
accessories or appurtenances as may be installed by  * (the "Tenant") on the
premises known as  *  ,  which said personal property is set out on Schedule
"A" annexed.

            The landlord agrees that the said personal property shall remain
the  property  of  the  tenant and may be removed by  the  tenant  upon  the
expiration of its tenancy,  provided however,  that the tenant shall restore
the said premises to their original condition|prior to the expiration of the
tenancy.

            Signed under seal this *  day of *, 198  .



                                 Landlord:_________________



                                 Tenant:  _________________



                                                Form No.711
                                      
                             NOTICE EXERCISING

                              OPTION TO RENEW


                                 Date: *


To: *



            Please  be  advised  that the undersigned,  as  Lessee  under  a
certain lease dated * *, 198  , for premises known as * does hereby exercise
its  option  to  extend  or  renew the said  lease  for  the  option  period
commencing * *, 198  .


                                 Yours very truly,


                                 Lessee:__________


                                                Form No.712

                             NOTICE TO QUIT

                FOR NONPAYMENT OF RENT OR OTHER BREACH

                     NOTICE OF DEFAULT PURSUANT TO
                      THE LANDLORD AND TENANT ACT
                        AND PURSUANT TO A LEASE
                          MADE BETWEEN *LAN,
                             LANDLORD, AND
                             *TEN, TENANT.

TO:       *TEN

AND TO:   *, SOLICITOR FOR 
          *TEN

RE:       *LAN LEASE TO
          *TEN,
          * (describe premises)

          TAKE NOTICE that you are in default of the covenant contained
in Section * of the above cited agreement to lease made between you, as
tenant, and *LAN, as landlord, in that you have *.

          BE ADVISED that unless this breach is remedied no later  than
the  *  day of *,  1986,  the right to reenter and retake  the  leased
premises  shall  accrue  to *LAN and you  may  forfeit  your  leasehold
interest in same.

          TAKE  FURTHER NOTICE that *LAN demands that you as well  make
compensation   to  it  in  money  for  the  aforesaid   breach,   which
compensation  is  estimated to amount to $*,  within  the  time  period
stipulated above.

          THIS  NOTICE  IS GIVEN TO YOU PURSUANT TO THE  PROVISIONS  OF
SECTION 19 (2) OF THE LANDLORD AND TENANT ACT, R.S.O. 1980,  c 232,  AS
AMENDED,  AND IF YOU FAIL TO REMEDY THE ABOVE-STATED BREACH WITHIN  THE
TIME SET OUT ABOVE, AND MAKE THE COMPENSATION CLAIMED,  *LAN INTENDS TO
PROCEED WITH ITS REMEDIES AND TERMINATE YOUR LEASE.

          AND TAKE FURTHER NOTICE that in the event *LAN reenters  and
retakes the premises,  *LAN will retain the right to claim against you
for  the  present  recovery of damages for losing the  benefit  of  the
aforesaid lease for the unexpired term thereof.

DATED:*

                                   *LAN
                                   BY ITS SOLICITOR


                                   ________________________
                                   DAVID A. FRAM

                                                Form No.713

                   NOTICE TO TERMINATE TENANCY-AT-WILL

                              (By Landlord)


                                 Date: *


To: *(Tenant)



            You  are  hereby given notice to quit and  vacate  the  premises
described below on the  *  day of *, 198   :

*

                                 Landlord:_________________



                                                Form No.714

                   NOTICE TO TERMINATE TENANCY-AT-WILL

                               (By Tenant)


Date: *


To: *(Landlord)


            You are hereby notified that the undersigned shall terminate its
tenancy on the premises known as *, effective the *  day of *, 198  .

            We shall deliver up vacant possession to you at that time.



                                 Tenant:_________________



                                                Form No.715
                                 CHAPTER 8


                            CONTRACT FOR SALE

                          OF PERSONAL PROPERTY




   THIS AGREEMENT made by and between * (the "Seller"), and * (the "Buyer").

   For good and valuable consideration, the receipt and sufficiency of which
being hereby acknowledged, it is agreed between the parties that:

1.  The  Seller agrees to sell,  and the Buyer agrees to buy  the  following
described property:

*


2.  The  Buyer agrees to pay to the Seller the total purchase price  of  $*,
payable as follows:

   $* as a deposit herewith;

   $* balance by cash or certified cheque at time of transfer.


3. The Seller warrants it has the full legal title to the said property, the
full  right and authority to sell same, and that the said property shall  be
sold free and clear of all liens, encumbrances and claims.

4.  The Said property is sold in "as is" condition. The Seller disclaims any
warranty  of merchantability or working order or condition of  the  property
except that it shall be sold in its present condition.

5.  The parties agree to transfer title on *  * ,  198  ,  at the address of
the Seller.

6.  This agreement shall be binding and enure to the benefit of the parties,
their successors, assigns and personal representatives.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.801

                           GENERAL ASSIGNMENT




   FOR VALUE RECEIVED,  the undersigned hereby assigns,  sells and transfers
unto * all right, title and interest in and to the following item:

*


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.802

                      ASSIGNMENT OF PURCHASE AGREEMENT

                              (land purchase)


THIS AGREEMENT made this * day of *, l98*.


BETWEEN:

*                        ,
                         a corporation incorporated under the 
                         laws of the Province of *,

                              (hereinafter called the "ASSIGNOR"),

                                                  OF THE FIRST PART;

- and -


                         ,

                              (hereinafter called the "ASSIGNEE"),

                                                  OF THE SECOND PART.

     WHEREAS by an agreement dated *  *,  l98* made between the ASSIGNOR  as
Purchaser and John Doe as Vendor (the "Purchase Agreement"),  the  Purchaser
agreed to acquire the lands and premises described in the Purchase Agreement
(the "Purchased Lands") on the terms and conditions set out in the  Purchase
Agreement;

AND  WHEREAS  the  ASSIGNOR  has agreed to  assign  the  Purchase  Agreement
(including  the deposits totalling $* paid thereunder,  and subject  to  the
liability thereunder),  and all rights,  title and interest in the purchased
lands to the ASSIGNEE upon the terms and conditions hereinafter set out:

NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH that  in  consideration  of  the
premises  and  the  mutual covenants and agreements  herein  contained,  the
parties hereto covenant and agree as follows:

1.     The ASSIGNOR hereby assigns,  transfers and sets over to the ASSIGNEE
the Purchase Agreement,  including the benefit of and right to the  deposits
totalling  $*  together with the ASSIGNOR'S liability  thereunder,  and  all
rights,  title and interest of the ASSIGNOR in and to the purchased lands in
consideration   of  the  sum  of  TWO  HUNDRED  &  FIFTY  THOUSAND   DOLLARS
($250,000.00)  (the  "Assignment Purchase Price") and the repayment  to  the
ASSIGNOR of its deposits totalling $* paid to John Doe,  all of which is  to
be paid by the ASSIGNEE in the manner and at the times hereinafter provided.

2.     Upon  full execution of this Agreement,  the  ASSIGNOR  covenants  to
provide  the ASSIGNEE within 24 hours,  with all documents including  zoning
information,  soil tests,  engineering reports, and any other documents  and
materials  whatsoever  obtained  by  the ASSIGNOR  in  connection  with  the
purchased lands.   THE ASSIGNOR further covenants to provide to the ASSIGNEE
the  names and addresses of all persons or corporations which have acted  on
behalf of the ASSIGNOR in respect of the zoning, engineering,  soil testing,
legal  work,  architecture,  leasing  or any  other  matters  regarding  the
proposed  development of the purchased lands,  and the ASSIGNOR  shall  give
written  approval  for  the ASSIGNEE to be able to obtain  all  records  and
information from the above noted persons or corporations,  and the  assignor
shall have fully paid for all of the above.

3.     The ASSIGNEE submits with this Agreement a cheque in the amount of  *
payable to the ASSIGNOR'S agents,  *,  as a deposit to be held by * in trust
pending  the  completion or other termination of this Agreement  and  to  be
credited   towards  the  assignment  purchase  price  on   completion   (the
"Deposit").   The  deposit shall be held by the ASSIGNOR'S agent in  a  term
deposit  with a Canadian Chartered Bank or Trust Company until the  date  of
closing or termination of this Agreement with all interest earned or accrued
thereon to be credited to the ASSIGNEE.

4.     The balance of the assignment purchase price of * shall be paid  upon
the removal of the condition set out in Section 11 below and the deposit  in
the amount of * shall be paid in cash or by certified cheque to the ASSIGNOR
on  the * day of *,  l98* (The "Closing Date") or on such later date as  the
closing  of  the  Purchase  Agreement  may  properly  be  scheduled  for  in
accordance with its terms and shall be deemed to be payment in full of  this
Assignment.

5.     The  ASSIGNEE covenants and agrees to complete the  purchase  of  the
purchased lands and pay the balance of the purchase money on the date and in
the  manner  provided  for in the Purchase Agreement and  will  observe  and
perform  all  the  terms  and stipulations  therein  contained  and  on  the
ASSIGNOR'S  part to be observed and will keep the ASSIGNOR  indemnified  and
save  the  ASSIGNOR  harmless  against  all  actions,  proceedings,  claims,
demands, damages, costs and expenses which the ASSIGNOR may incur or sustain
under,  on account or by virtue of the said Agreement or  any  nonobservance
thereof,  provided that such indemnity shall be only in respect of losses or
costs caused by the action or inaction of the ASSIGNEE.

6.     The  ASSIGNOR acknowledges to the ASSIGNEE that it has  secured  from
John  Doe a letter of credit in the amount of * issued by the Bank of  *,  a
copy of which is hereto annexed and marked as Schedule "B",  which letter of
credit may be called upon,  inter alia, if John Doe should fail to  complete
the  sale on the terms set out in the Purchase Agreement and as set  out  in
the  said  letter of credit.   The ASSIGNOR covenants and agrees  that  upon
payment  to  the ASSIGNOR of all monies due hereunder on  the  dates  herein
provided, the ASSIGNOR shall hold the said letter of credit in trust for the
ASSIGNEE and act thereon in such manner as the ASSIGNEE may lawfully  direct
or request,  and the ASSIGNEE shall indemnify and save harmless the ASSIGNOR
in respect thereof.  Provided, however, that should the ASSIGNEE not pay all
monies due hereunder to the ASSIGNOR on the dates herein provided,  then  in
such event the ASSIGNOR shall be entitled to demand all monies payable under
the  said letter of credit and retain the same,  together with all  deposits
and other monies paid hereunder, as liquidated damages and not as penalty.

7.     The  parties hereto covenant and agree to execute  such  further  and
other  documentation and do such further and other acts as may be  requisite
and proper in order to vest the Purchase Agreement and all rights, title and
interest  in  the  purchased lands in the ASSIGNEE in  accordance  with  the
intent and spirit of this Agreement.

8.     Any  tender  of documents or money hereunder may  be  made  upon  the
solicitor  acting  for the party on whom tender is desired and it  shall  be
sufficient  that  a negotiable certified cheque may be tendered  instead  of
cash.

9.     The ASSIGNOR acknowledges that the ASSIGNEE may at his option  assign
this  agreement,  in  whole or in part prior to the date  set  for  closing. 
Provided that the ASSIGNEE shall continue to remain liable hereunder.

10.    Time shall in all respects be of the essence hereof provided that the
time for doing or completing any matter provided for herein may be  extended
or  abridged  by  an agreement in writing signed by  the  ASSIGNOR  and  the
ASSIGNEE  or  by  their  respective  solicitors  who  are  hereby  expressly
appointed in this regard.

11.    This Agreement shall be conditional upon the ASSIGNEE receiving  full
and final special commercial zoning as previously approved by the Town of  *
,  such  full and final zoning to be in such form and notice of  same  being
given  in  such manner as to fully satisfy the terms of  the  above  recited
Purchase  Agreement  respecting  the  satisfaction  of  certain   conditions
respecting zoning.   In the event that this condition is not satisfied prior
to 5:00 p.m.  on *  *, 198* this Agreement may be terminated by the ASSIGNEE
and  all  deposits paid by the ASSIGNEE shall forthwith be returned  to  him
without deduction.   Provided also that the ASSIGNEE shall have the right to
either  waive  this  condition or to extend this  condition,  by  notice  in
writing to be given to the ASSIGNOR or its solicitor,  either on,  before or
after *  *, 198*, in which event this agreement shall be continued and shall
subsist in accordance with its terms.

12.    The  ASSIGNOR  further  covenants and  agrees  to  make  itself,  its
officers, directors, shareholders, servants, employees, and agents available
to  the ASSIGNEE and to cooperate with the ASSIGNEE in connection  with  any
litigation or other judicial proceeding required by or taken by the ASSIGNEE
to close the Purchase Agreement, and this covenant shall survive the closing
of the within transaction.

IN WITNESS WHEREOF the ASSIGNEE has executed this agreement on the * day  of
*, l98*.


_________________________                   _________________________
  WITNESS                                   Assignee


IN WITNESS WHEREOF the ASSIGNOR has executed this agreement on the * day  of
*, l98*.


  Assignor


Per:_____________________________
                                                Form No.803

                          ASSIGNMENT OF INCOME

                                 (contract)



   FOR  VALUE RECEIVED,  the undersigned hereby assigns and transfers to   *
all rights to proceeds, income, rentals, fees, profits or monies that are or
may  in the future become  due to the undersigned from *,  under  a  certain 
contract described as follows:

*


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.804

                    ASSIGNMENT OF ACCOUNTS RECEIVABLE

                             (With Recourse)




   FOR VALUE RECEIVED, the undersigned hereby sells and transfers all right,
title  and  interest  in  and to the  account(s)   receivable  described  in
schedule "A" annexed hereto to *.

   The  undersigned warrants that the said account(s) are just and  due  and
the undersigned has not received payment for same or any part thereof.
 
   It  is  further  provided that if any said account  does  not  make  full
payment  within  *  days,  said account (s)  may  be  retransferred  to  the
undersigned  and the undersigned shall repurchase same for the balance  then
owing on said account.



Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________


                                                Form No.805

                    ASSIGNMENT OF ACCOUNTS RECEIVABLE

                           (With No Recourse)




   FOR VALUE RECEIVED, the undersigned hereby sells and transfers all right,
title  and  interest in and to the account(s) receivable annexed  hereto  as
schedule "A"  to *.   The undersigned warrants that the said account(s)  are
just  and due and the undersigned has not received payment for same  or  any
part  thereof.  Provided,  however,  that said account(s) are  sold  without
recourse to the undersigned in the event of nonpayment.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.806




                         ASSIGNMENT OF CONTRACT




   FOR  VALUE RECEIVED,  the undersigned Assignor hereby assigns,  transfers
and sets over to * (the "Assignee")  all right, title and interest in and to
the following described contract:

*


   The  Assignor warrants and represents that the said contract is  in  full
force and effect and is fully assignable.

   The Assignee hereby assumes and agrees to perform all the obligations  of
the Assignor under the contract and guarantees to hold the Assignor harmless
and indemnify the Assignor from any claim or demand made thereunder.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________


                                                Form No.807

                     ASSIGNMENT OF SECURITY INTEREST




   FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer
to  *,  its successors or assigns,  all right,  title and  interest  of  the
undersigned in and to a certain security interest and debt thereto issued to
the undersigned from * (the "Debtor"), under date of * *,  198  ,  a copy of
which is annexed hereto as schedule "A".


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.808

                    ASSIGNMENT OF A CLAIM FOR DAMAGES




   FOR VALUE RECEIVED, the undersigned hereby sells and transfers to *, (the
"Assignee")  and its successors,  assigns and personal representatives,  any
and  all  claims,  demands,  and  cause or causes  of  action  of  any  kind
whatsoever  which the undersigned has or may have against  *,  arising  from
the following matter:

*


   And  the undersigned agrees that *  may in its own name and for  its  own
benefit prosecute,  collect,  settle,  compromise and grant releases on  the
said claim as it in its sole discretion deems advisable.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.809




                         ASSIGNMENT AND TRANSFER

                          OF STOCK CERTIFICATE




   FOR VALUE RECEIVED,  the undersigned hereby sells,  assigns and transfers
to * the following shares of the stock of * (the "Corporation") standing  in
the name of the undersigned on the books of the Corporation and  represented
by the following Certificate No(s).:

          NUMBER OF SHARES                CERTIFICATE NO(S).

*

   The undersigned hereby and irrevocably constitutes and appoints  * as his
attorney  to  transfer the said stock on the books of the  Corporation  with
full power of substitution in the premises.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.810

                           NOTICE TO DEBTOR OF

                           ASSIGNMENT OF DEBT


To: *




   You are hereby notified that * (the "Creditor")  has sold and transferred
to the undersigned all rights to its claims against you in the amount of $*.

   You  are  further notified to direct all payments to the  undersigned  to
ensure credit for payment.



            Name    ____________________

            Address ____________________




                                             Yours very truly;


                                             _________________


                                                Form No.811

                         ASSIGNMENT OF COPYRIGHT




   FOR VALUE RECEIVED,  the undersigned hereby sells,  transfers and assigns
unto * ,  its successors,  assigns and personal representatives,  all right,
title and interest in and to the following described copyright:

*


   The certificate of copyright (if any) is attached.

   The undersigned warrants good title to the said copyright, and that it is
free of all liens, encumbrances or any known claims.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.812

                              BILL OF SALE



   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged, and in payment of the sum of $*,  the undersigned
(the  "Seller"),  does  hereby sell and transfer to *,  (the  "Buyer"),  the
following chattels and personal property:

*


   The  Seller warrants it has good title to said property,  the full  right
authority to sell and transfer same, and that the said property is sold free
and  clear of all liens,  claims and encumbrances.   The Seller warrants  it
will save harmless and indemnify the Buyer from any adverse claims.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.813

                              BILL OF SALE

                           (With Encumbrances)




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged, and in consideration of the payment of the sum of
$*,  the undersigned (the "Seller") does hereby sell and transfer to *  (the
"Buyer")  the following chattels and personal property:

*


   The  Seller  warrants that it has good title to said property,  but  that
said  property is being sold subject to a certain security interest or  lien
on  said  property  in favour of *,  (the "secured debt"),  with  a  balance
thereon of $*.

   The buyer agrees to assume and pay said secured debt and to indemnify and
save harmless the Seller from any claim thereon.


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.814

                              BILL OF SALE

                          (Without Warranties)





   FOR  VALUE RECEIVED,  the undersigned hereby sells and transfers unto  *,
(the "Buyer") the following goods and chattels:

*


   The  seller warrants and represents that it has good title to  same,  and
the  full right and authority to sell and transfer same,  and that the  said
goods  and chattels are being sold free and clear of any and all  liens  and
encumbrances whatsoever.

   Provided   however,   that   the  Seller  disclaims   any   warranty   of
merchantability  or fitness for a particular purpose,  the said goods  being
sold in their present condition "as is" and "where is".


Dated this * day of *,  198  .


     IN  WITNESS WHEREOF the said company has hereto affixed  its  corporate
seal,  attested by the hands of its duly authorized officers, on the day and
year first above written.


                              CORP NAME



                              Per:_______________________



                                                Form No.815

                              BILL OF SALE

                            FOR MOTOR VEHICLE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged,  and in return for payment of $*,  the receipt of
which  is acknowledged,  the undersigned (the "Seller"),  hereby  sells  and
transfers to *  (the "Buyer") the following motor vehicle:


     Make:                    ______________________________
     Model:                   ______________________________
     Year:                    ______________________________
     Vehicle Serial Number:   ______________________________


   The seller warrants that it is the legal owner of the said vehicle,  that
the  said  vehicle  is  being  sold  free  and  clear  of  all  claims   and
encumbrances,  that the Seller has the full right and authority to sell  and
transfer  same,  and that the Seller will save harmless  and  indemnify  the
Buyer from all claims adverse thereto.

   The  said  motor vehicle is being sold "as is"  without  any  express  or
implied warranty as to condition or working order.


Dated this * day of *,  198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.816

                       CONDITIONAL SALE AGREEMENT


The  undersigned  Buyer  agrees  to purchase  from  *  (the  "Seller")   the
following goods: *



Cash price                       $__________

Sales Tax                        $__________
                                  ==========

TOTAL BASE PRICE                 $__________    $__________


ADD:

Finance charge                                  $__________

Insurance (if any)                              $__________

Other charges (if any)                          $__________
                                                 ==========

TOTAL PURCHASE PRICE                            $__________


Less:

  Down Payment           $___________

  Other credits          $___________
                          ===========

  Total credits          $___________           $__________
                                                 ==========


Amount financed                                 $__________


Annual interest rate * %

   The  amount financed is payable in * installments of $* each,  commencing
one *  from the date hereof.

The  title to the goods is retained by the Seller until payment of the  full
purchase price, subject to allocation of payments and release of security as
required by law. The undersigned agrees to keep the goods safely,  free from
other liens and at the below address.

   The full balance shall become due on default, with the undersigned paying
all solicitors fees and costs of collection. Upon default,  the Seller shall
have  the  right to retake the goods, hold and dispose of them  and  collect
expenses,  together with any deficiency due from the Buyer,  but subject  to
the Buyer's right to redeem the goods pursuant to law.


   THIS IS A CONDITIONAL SALE AGREEMENT.


            Buyer:  ____________________

            Address:____________________

                    ____________________

Accepted:


Seller____________________



                                                Form No.817
                                 CHAPTER 9
                         COHABITATION AGREEMENT

                    Made this * day of *, l98*.

B E T W E E N:

                    *, of the Municipality
                    of *, in the Province of Ontario,

                    (hereinafter referred to as "*GUY"),

                    OF THE FIRST PART;

- and -

                    *, of the Municipality
                    of *, in the Province of Ontario,

                    (hereinafter referred to as "*GIRL"),

                    OF THE SECOND PART.


                    WHEREAS *GUY and *GIRL are presently cohabiting and have
been cohabiting since on or about the * day of *, l98*, at, *, Ontario;

                    AND  WHEREAS  *GIRL  and *GUY  intend  to  pursue  their
separate careers and avocations;

                    AND  WHEREAS  *GIRL  and *GUY wish to  enter  into  this
agreement  to govern their respective property interests,  and their  rights
and  obligations  with respect to one another,  during the period  of  their
cohabitation and upon determination of same by reason of death or otherwise:

        NOW THEREFORE in consideration of the premises, the mutual covenants
contained herein and other good and valuable consideration,  the receipt and
sufficiency  of  which  being  hereby acknowledged,  the  parties  agree  as
follows:

1.      Definitions:

In this agreement, unless the context otherwise requires:

(a)     "Act" means the Family Law Act, l986, or any successor thereto.

(b)     "Property" shall have the meaning set out in Part I of the Act.

2.       All property owned by *GIRL or by *GUY,  whether acquired before or
after the date of this agreement, shall be and shall remain the separate and
exclusive  property of the owner thereof.   *GUY will make no claims to  any
property which is *GIRL's and *GIRL will make no claims with respect to  any
property which is *GUY's.   Without limiting the generality of the foregoing
no  property  of either party shall be included in determining  "net  family
property"  within the meaning of the Act,  and neither party will  make  any
claim against the other or the estate of the other pursuant to Section 5, or
any other provision,  of the Act.   Neither party will claim any interest in
or  any right to the property of the other or any rights to compensation  or
otherwise for any contribution to the property of the other pursuant to  any
principal  of trust law or other law, other than as may be specifically  set
out in this agreement.  

3.      If there is any dispute as to the ownership of any item of property,
the  title  to such property shall be conclusive proof of the  separate  and
exclusive ownership of the property by the person having the title  thereto,
unless  the party having title has expressly acknowledged by way of  written
declaration  of trust or other written document the ownership rights of  the
other  party.   When  there is no manner in which title  to  any  particular
property can be determined,  proof of the purchase of same or the receipt by
gift  or inheritance of same shall be conclusive proof of the  separate  and
exclusive  ownership  of the property by the person who so purchased  it  or
received it by gift or inheritance.  Where a property is held in the name of
*GUY and *GIRL as joint tenants at any relevant time they shall be deemed to
be  joint tenants of such property at that time and money on deposit in  the
name of both of them shall be deemed to be held by them as joint tenants.

4.       Notwithstanding  Section  3 above, it is  specifically  agreed  and
understood  that *GIRL has certain rights in respect of a boat purchased  by
*GUY.   It  is  agreed  and  acknowledged that *GUY  has  paid  the  sum  of
$60,000.00  by  way  of down payment for the said boat  and  that  *GIRL  is
presently contributing $1,000.00 of each required $3,000.00 monthly  payment
and  *GUY is contributing $2,000.00 of same.  In the event that the boat  is
sold  while *GUY and *GIRL continue to cohabit it is agreed that  the  first
$60,000.00 of the sale proceeds shall be repaid to *GUY and that *GUY  shall
be  entitled to two-thirds of the remainder of the sale proceeds  and  *GIRL
entitled to one-third of the remainder of the sale proceeds,  which shall be
calculated  after deduction of all costs of sale and related  expenses.   In
the  event  that *GIRL and *GUY cease to cohabit *GUY shall be  entitled  to
retain  full  ownership in the boat subject to his obligation  to  repay  to
*GIRL the accrued amount of monthly payments made by *GIRL in respect of the
purchase of the boat during the period of cohabitation.

5.       In  the event that *GUY and *GIRL cease to cohabit *GIRL  shall  be
entitled  to  be paid,  and shall be entitled to be paid only,  the  sum  of
$1,000.00   per  year  in  compensation,   in  respect  of  the  period   of
cohabitation,  which commenced on the 6th day of December, 1985.  In respect
of  any year which is not a full year the amount to be paid in  compensation
will be calculated on a pro-rata basis.

6.       Each of *GIRL and *GUY agree to be responsible for his or  her  own
support  and maintenance and each agrees not to make any claim  against  the
other  or  the  estate of the other for support  or  maintenance  under  the
provisions of Part 3 of the Act dealing with support obligations and/or  the
provisions of the Succession Law Reform Act or any successor legislation  or
any  other legislation providing for support or maintenance  of  dependents,
and  each  hereby releases against the other all such rights to  support  or
maintenance.

7.       Except for any rights expressly given to either party  pursuant  to
the  terms  of  this agreement each of *GIRL and  *GUY  hereby  release  and
discharge  all claims and rights against the other and the rights to all  or
any part of the property of the other that he or she may have or may acquire
during  his  or  her lifetime under the laws of  any  jurisdiction,  and  in
particular in Ontario under the Act, including all claims and rights to:

(a)     the ownership of any property of the other;

(b)     the division of any property of the other;

(c)      compensation  for  contributions  of any  kind,  either  direct  or
indirect, monetary or non-monetary, made to the property of the other;

(d)     any interest in property of the other for contributions of any kind,
either direct or indirect, monetary or non-monetary;

(e)     an interest in property of the other by way of support;

(f)      an  amount  representing  the  equalization  of  their  net  family
properties.

8.       Except for any rights expressly given to either party  pursuant  to
the  terms  of  this agreement each of *GIRL and  *GUY  hereby  release  and
forever  discharge  all  claims and rights that he or she may  have  or  may
acquire under the laws of any jurisdiction against the other and the  estate
of the other,  and in particular in Ontario under the Act and the Succession
Law Reform Act,  or any successor thereto,  including all claims and  rights
to:

(a)      any  share  in  the  estate of the  other,  should  the  other  die
intestate,  or should the other die testate but not name him or her  in  the
Will;

(b)     any property of the other or any allowance or payment as a dependant
from the estate of the other;

(c)     any claim to act as an administrator of the estate of the other;

(d)      any  amount  representing  the equalization  of  their  net  family
properties.

9.       In the event of the death of one of the parties hereto  nothing  in
this agreement shall be deemed to constitute a waiver of any rights to:

(a)      any  property devised or bequeathed by the deceased  to  the  other
under the terms of the deceased's Will;

(b)     proceeds of any insurance,  pension,  registered retirement  savings
plan  or other plan to which the survivor may be entitled as the  designated
beneficiary  or pursuant to the terms of the said plans on the death of  the
deceased;

(c)      any  property expressly held by the deceased and  the  survivor  as
joint tenants which will pass to the survivor by right of survivorship.

10.      No terms of this agreement may be varied by a Court and the parties
expressly contract out of the provisions of the Act relating thereto.

11.      The invalidity of any particular provision of this agreement  shall
not  affect any other provision herein and the agreement shall be  construed
as though any such invalid provision were omitted.

12.     *GIRL and *GUY each acknowledge that they:

(a)     Have received independent legal advice;

(b)     Understand his or her rights and obligations under this agreement;

(c)      Have made full and complete disclosure to the other of  significant
assets, debts and liabilities;

(d)     Are signing this agreement voluntarily.

13.     This agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.

14.      The  provisions of this agreement shall be binding upon  and  shall
enure   to   the  benefit  of  the  parties,   their   respective   personal
representatives, successors and assigns.

        IN WITNESS WHEREOF the parties hereto have hereunto set their  hands
and seals, the date, month and year above-written.

_____________________                          ____________________
WITNESS                                           *GUY


____________________                           ____________________
WITNESS                                           *GIRL


                                                Form No.901
                             POWER OF ATTORNEY


     THIS GENERAL POWER OF ATTORNEY GIVEN on the * day of *,  1986 by * (the
" donor") of *.

     I  appoint  * of * to be my attorney in accordance with the  Powers  of
Attorney  Act and to do on my behalf anything that I can lawfully do  by  an
attorney.

     In  accordance with the Powers of Attorney Act,  I hereby declare  that
this  power  of  attorney  may be  exercised  during  any  subsequent  legal
incapacity on my part.

     This  power  of  attorney is subject to the  following  conditions  and
restrictions:

                                    nil.


SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         * (DONOR)
     ____________________     )
     NAME                     )
     ____________________     )
     ADDRESS                  )



                                                Form No.902
                             POWER OF ATTORNEY


     THIS GENERAL POWER OF ATTORNEY GIVEN on the * day of *,  1986 by * (the
" donor") of *.

     I  appoint * of * and * of * jointly to be my attorneys  in  accordance
with  the Powers of Attorney Act and to do on my behalf anything that I  can
lawfully do by an attorney.

     In  accordance with the Powers of Attorney Act,  I hereby declare  that
this  power  of  attorney  may be  exercised  during  any  subsequent  legal
incapacity on my part.

     This  power  of  attorney is subject to the  following  conditions  and
restrictions:

                                    nil.


SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         * (DONOR)
     ____________________     )
     NAME                     )
     ____________________     )
     ADDRESS                  )



                                                Form No.903

                        LAST WILL AND TESTAMENT


THIS IS THE LAST WILL of me,  *HUSBAND,   presently residing in the City  of
*,  in the Municipality of *,  and Province of Ontario.


I.  I revoke all Wills,  Codicils and other testamentary dispositions that I
have made before the time of signing this Will.


II.   I appoint *WIFE,  to be the Executor and Trustee of my Will.  If *WIFE
should:

(a)  predecease me, or

(b)  survive me but die without having proved this my Will,  or

(c)  be unable or unwilling to act,

(d)  die while my Executor and Trustee,

then I appoint * to be the Executor and Trustee of my Will.  If * should:

(a)  predecease me,  or

(b)  survive me but die without having proved this my Will,  or

(c)  be unable or unwilling to act,

(d)  die while my Executor and Trustee,

then I appoint *, Barrister and Solicitor, to act as my Trustee.

In  this  Will  and in any Codicil to it,   I refer to  my  Executor  as  my
Trustee.


III.  I give all of my property,  both real and personal,  wherever located, 
including all property over which I have a general power of appointment,  to
my Trustee upon the following trusts:

(a)   To pay out of and charge to the capital of my general Estate  my  just
debts,   funeral and testamentary expenses and all estate,   inheritance and
succession duties or taxes whether imposed by or pursuant to the law of this
or any other jurisdiction whatsoever that may by payable in connection  with
any property passing (or deemed so to pass by any governing law) on my death
or in connection with any insurance on my life or any gift or benefit  given
or  conferred by me either during my lifetime or by survivorship or by  this
my  Will or any Codicil thereto and whether such duties or taxes be  payable
in respect of estates or interests which fall into possession at my death or
at  any  subsequent time;  and I hereby authorize my Trustee to  commute  or
prepay  any  such taxes or duties.   This direction shall not extend  to  or
include  any such taxes that may be payable by a purchaser or transferee  in
connection with any property transferred to or acquired by such purchaser or
transferee upon or after my death pursuant to any agreement with respect  to
such property.


(b)  To deliver to *WIFE all articles of personal,   domestic and  household
use  or ornament belonging to me at my death for *WIFE absolutely.   Without
imposing  any  trust  or legal obligation to *WIFE,   I  desire  that  *WIFE
distribute such of the articles referred to in a list filed with my Will  to
the persons named in such list.


(c)   To deliver or pay to *WIFE the residue of my estate if *WIFE  survives
me for a period of thirty days.


(d)  If *WIFE should predecease me,   or survive me but die within a  period
of thirty days after my death:

(i)  To divide the residue of my Estate equally among such of my children as
are then alive and to pay or transfer to each child who has attained the age
of 25 (twenty-five) years an equal share of my Estate.

(ii)  Notwithstanding anything contained above,   if any of my children  are
then dead,   but have left issue,   such child shall be deemed to have  died
immediately  after my death,   and such deceased child's issue  shall  share
such deceased child's share in equal shares per stirpes.

(iii)  If any of my children,  or if any deceased child's issue,   is or are
entitled to a share of my Estate,   but has or have not yet reached the  age
of 25 (twenty-five) years,  I direct my Trustee:

(A)  to hold such share and invest it;

(B)  to use the income and capital,   or so much thereof as my Trustee in my
Trustee's  uncontrolled discretion considers advisable and as is  reasonably
required,  to or for the maintenance,  education,  and other benefit of such
child or deceased child's issue; and

(C)  to pay or transfer the balance in such share to such child or  deceased
child's issue when such child attains the age of 25 (twenty-five) years.

Any income not so used in any year is to be added to capital and dealt  with
as  part thereof.   Each such share referred to above shall be allocated  at
the commencement of this trust and shall thereafter be treated as a separate
share,   whether or not the capital of,   and the income accruing  to,   the
said share is held in an investment together with other shares.

(iv)   In  the  event that any child or deceased child's  issue  should  die
before  becoming entitled to a share as stated above,  such share  shall  be
paid instead to the remaining children or issue of deceased children, or, if
all should die before becoming entitled, to *, equally per stirpes.


(e)  The powers set out in Schedule "A" attached to and forming part of this
my Will shall be powers of my Trustee,   in addition to all powers  provided
to my Trustee by Statute or by operation of law.


IV.   In  case of the death of myself and *WIFE before all  of  my  children
reach  the  age  of  majority,  it is my wish that my  *  be  appointed  the
Guardians of my infant children.


V.   I direct that the proceeds of all policies of insurance on my life,  in
which  I  am the insured,  shall be paid over to my Trustee  as  a  separate
insurance trust fund to be used to satisfy and fulfill the trusts in  favour
of my family set out in this my will.   If my Trustee deems it advisable  my
Trustee  may  loan all or some of the said trust fund to my  general  estate
upon such conditions as my Trustee deems fair.   All powers available to  my
Trustee in respect of my residuary estate shall also be available in respect
of this separate trust fund.


VI.   I declare that for the purposes of this my will the term  "child"  and
the  term  "issue"  shall  refer only to persons  born  within  a  state  of
marriage,  and  my Trustee is hereby instructed to administer this  my  will
accordingly.


IN  TESTIMONY  WHEREOF  I have to this,   my last Will,   written  upon  the
preceding pages and Schedule "A" attached,  subscribed my name this *DATE.


SIGNED, PUBLISHED AND DECLARED          )
by me,  the above named Individual      )
as and for my last Will and Testament,  )
in the presence of the following,  both )
present at the same time, who at my     )  _____________________________
request and in my presence and in the   )  *HUSBAND
presence of each other have hereunto    )
subscribed their names as witnesses.    )



_________________________                    _________________________
WITNESS                                      WITNESS


_________________________                    _________________________
ADDRESS                                      ADDRESS


_________________________                    _________________________
OCCUPATION                                   OCCUPATION







                                                Form No.904

                                SCHEDULE "A"

                To The Last Will And Testament Of *HUSBAND:



          In  addition  to any powers specifically given to my  Trustee,  my
Trustee shall have the following powers:


POWER OF SALE

To sell any part of my estate not consisting of money at such time or times,
in such manner,  and upon such terms and either for cash or credit,  or part
cash and part credit as my Trustee deems advisable;


POWER NOT TO CONVERT ESTATE

To  postpone the conversion of my estate, or any part or parts  thereof  for
such length of time as my Trustee may think best;


RETAIN INVESTMENTS

To  retain  any portion of my estate in the form in which it may be  at  the
time  of  my  death  (notwithstanding that it may not be in  a  form  of  an
investment  in  which  trustees are authorized to invest  trust  funds,  and
whether  or  not  there is a liability attached to any such  portion  of  my
estate) for such length of time as my Trustee in good faith deems advisable,
and my Trustee shall not be held responsible for any loss that may happen to
my estate by reason of so doing;


PAYMENTS ON BEHALF OF MINORS

To make any payments for any person under the age of majority to a parent or
guardian  of such person or to anyone to whom my Trustee deems advisable  to
make  such  payments,  whose receipt shall be a sufficient discharge  to  my
Trustee;


NON TRUSTEE INVESTMENTS

To  make  any investments not limited to investments authorized by  law  for
trustees  which my Trustee considers advisable, and my Trustee shall not  be
liable  for  any loss that may happen to my estate in  connection  with  any
investment which my Trustee makes in good faith,


DEAL IN REAL ESTATE

To sell, mortgage, lease (without being limited as to term), exchange,  give
options  on,  or otherwise dispose of or deal with any real estate  that  my
estate holds,  and to repair, alter, improve, add to or remove any buildings
thereon, and generally to manage such real estate;


DIVISION OF ASSETS IN SPECIE

To  make  any  division of my estate,  or set aside,  or pay  any  share  or
interest therein,  either wholly or in part, in the assets forming my estate
at  the time of my death or at the time of such division,  setting aside  or
payment and,  in my Trustee's discretion,  to fix the value of my estate  or
any part thereof for the purpose of making any such division,  setting aside
or  payment,  and  my Trustee's decision shall be  binding  on  all  persons
concerned;


POWER TO BORROW

At  any time and from time to time to borrow money upon the security of  all
or any assets of my estate in such manner, on such terms and conditions, for
such  length  of time and for such purposes connected with my estate  as  my
Trustee  deems  advisable,  and such borrowing may be  from  any  person  or
corporation notwithstanding that such person or corporation may be a  member
of  my family or a beneficiary or trustee under my Will,  and the person  or
corporation from whom my Trustee borrows shall be entitled to receive and be
paid for his, her or its own benefit such interest as my Trustee has in good
faith decided upon;


SALE OF BUSINESS INTERESTS

To  carry out the terms of any agreements which may be in force at the  time
of  my  death  respecting my interests in any  corporation,  partnership  or
proprietorship;


CONTINUATION OF BUSINESS

If  any of the agreements entered into by me concerning any interest  I  may
have in any corporation,  partnership or proprietorship fail to take  effect
in whole or in part,  to carry on any business that I was engaged in at  the
time of my death with the same power and authority as I would have if I were
alive, and without limiting the generality of the foregoing, to carry on the
business  for  such length of time as is legally  permissible,  employ  such
managers and employees on such terms as my Trustee thinks fit, to enter into
any  scheme for the reorganization or recapitalization of any  business,  to
retain and employ in any business the capital which was employed therein  at
my  death,  to advance such additional capital from my general estate as  my
Trustee  shall  think  fit,  to  borrow money  and  to  renew  any  existing
obligation  or  obligations  of any business, to pledge  the  assets  of  my
estate, if necessary, to secure such advances, and to delegate to any person
or persons as my Trustee considers fit,  all or any of the powers vested  in
me  in  relation  to any business,  and my Trustee is to be  free  from  all
responsibilities  and  fully indemnified out of my estate  in  my  Trustee's
hands in respect of any loss,  costs or damages arising from the exercise of
these powers;


RENEWAL OF GUARANTEES

To  renew at any time and from time to time in my Trustee's discretion,  any
bills,  notes,  guarantees or other securities or contracts  evidencing  any
liability that I may have as endorser, guarantor, surety or otherwise at the
time  of  my death for any corporation or persons,  and for the  purpose  to
enter into any new bills,  notes or other securities or contracts for or  on
behalf of my estate;


VARIATION OF TRUSTS ACT

To make any applications to the court under The Variations of Trusts Act  or
any successor thereto for any amendment to any part of the trusts  contained
in  this my Will or any of the powers of or directions to my Trustee  as  my
Trustee may deem advisable;


ELECTIONS UNDER THE INCOME TAX ACT

To make any elections,  determinations and designations under the Income Tax
Act  which my Trustee deems advisable,  and any election,  determination  or
designation once made is not to be subject to review by anyone;


PAYMENT OF MONEY INTO COURT

Notwithstanding  any direction contained in this my Will to hold and  invest
money on behalf of any person and to pay the income and capital or any  part
thereof to or for such person's maintenance, education and benefit,  whether
such person is a child of mine,  or other minor,  to pay such person's share
of my estate into court if my Trustee in good faith wishes to do so.


                                                Form No.905
                                      
                          LAST WILL AND TESTAMENT


THIS IS THE LAST WILL of me,   *WIFE,   presently residing in the City of *, 
in the Municipality of *,  and Province of Ontario.


I.  I revoke all Wills,  Codicils and other testamentary dispositions that I
have made before the time of signing this Will.


II.   I appoint *HUSBAND,   to be the Executor and Trustee of my  Will.   If
*HUSBAND should:

(a)  predecease me, or

(b)  survive me but die without having proved this my Will,  or

(c)  be unable or unwilling to act,

(d)  die while my Executor and Trustee,

then I appoint * to be the Executor and Trustee of my Will.  If * should:

(a)  predecease me,  or

(b)  survive me but die without having proved this my Will,  or

(c)  be unable or unwilling to act,

(d)  die while my Executor and Trustee,

then I appoint *, Barrister and Solicitor, to act as my Trustee.

In  this  Will  and in any Codicil to it,   I refer to  my  Executor  as  my
Trustee.


III.  I give all of my property,  both real and personal,  wherever located, 
including all property over which I have a general power of appointment,  to
my Trustee upon the following trusts:

(a)   To pay out of and charge to the capital of my general Estate  my  just
debts,   funeral and testamentary expenses and all estate,   inheritance and
succession duties or taxes whether imposed by or pursuant to the law of this
or any other jurisdiction whatsoever that may by payable in connection  with
any property passing (or deemed so to pass by any governing law) on my death
or in connection with any insurance on my life or any gift or benefit  given
or  conferred by me either during my lifetime or by survivorship or by  this
my  Will or any Codicil thereto and whether such duties or taxes be  payable
in respect of estates or interests which fall into possession at my death or
at  any  subsequent time;  and I hereby authorize my Trustee to  commute  or
prepay  any  such taxes or duties.   This direction shall not extend  to  or
include  any such taxes that may be payable by a purchaser or transferee  in
connection with any property transferred to or acquired by such purchaser or
transferee upon or after my death pursuant to any agreement with respect  to
such property.


(b)   To  deliver  to  *HUSBAND all  articles  of  personal,   domestic  and
household  use  or  ornament  belonging  to me  at  my  death  for  *HUSBAND
absolutely.  Without imposing any trust or legal obligation to *HUSBAND,   I
desire  that *HUSBAND distribute such of the articles referred to in a  list
filed with my Will to the persons named in such list.


(c)   To  deliver or pay to *HUSBAND the residue of my  estate  if  *HUSBAND
survives me for a period of thirty days.


(d)   If  *HUSBAND should predecease me,   or survive me but  die  within  a
period of thirty days after my death:

(i)  To divide the residue of my Estate equally among such of my children as
are then alive and to pay or transfer to each child who has attained the age
of 25 (twenty-five) years an equal share of my Estate.

(ii)  Notwithstanding anything contained above,   if any of my children  are
then dead,   but have left issue,   such child shall be deemed to have  died
immediately  after my death,   and such deceased child's issue  shall  share
such deceased child's share in equal shares per stirpes.

(iii)  If any of my children,  or if any deceased child's issue,   is or are
entitled to a share of my Estate,   but has or have not yet reached the  age
of 25 (twenty-five) years,  I direct my Trustee:

(A)  to hold such share and invest it;

(B)  to use the income and capital,   or so much thereof as my Trustee in my
Trustee's  uncontrolled discretion considers advisable and as is  reasonably
required,  to or for the maintenance,  education,  and other benefit of such
child or deceased child's issue; and

(C)  to pay or transfer the balance in such share to such child or  deceased
child's issue when such child attains the age of 25 (twenty-five) years.

Any income not so used in any year is to be added to capital and dealt  with
as  part thereof.   Each such share referred to above shall be allocated  at
the commencement of this trust and shall thereafter be treated as a separate
share,   whether or not the capital of,   and the income accruing  to,   the
said share is held in an investment together with other shares.

(iv)   In  the  event that any child or deceased child's  issue  should  die
before  becoming entitled to a share as stated above,  such share  shall  be
paid instead to the remaining children or issue of deceased children, or, if
all should die before becoming entitled, to *, equally per stirpes.


(e)  The powers set out in Schedule "A" attached to and forming part of this
my Will shall be powers of my Trustee,   in addition to all powers  provided
to my Trustee by Statute or by operation of law.


IV.   In case of the death of myself and *HUSBAND before all of my  children
reach  the  age  of  majority,  it is my wish that my  *  be  appointed  the
Guardians of my infant children.


V.   I direct that the proceeds of all policies of insurance on my life,  in
which  I  am the insured,  shall be paid over to my Trustee  as  a  separate
insurance trust fund to be used to satisfy and fulfill the trusts in  favour
of my family set out in this my will.   If my Trustee deems it advisable  my
Trustee  may  loan all or some of the said trust fund to my  general  estate
upon such conditions as my Trustee deems fair.   All powers available to  my
Trustee in respect of my residuary estate shall also be available in respect
of this separate trust fund.


VI.   I declare that for the purposes of this my will the term  "child"  and
the  term  "issue"  shall  refer only to persons  born  within  a  state  of
marriage,  and  my Trustee is hereby instructed to administer this  my  will
accordingly.


IN  TESTIMONY  WHEREOF  I have to this,   my last Will,   written  upon  the
preceding pages and Schedule "A" attached,  subscribed my name this *DATE.


SIGNED, PUBLISHED AND DECLARED          )
by me,  the above named Individual      )
as and for my last Will and Testament,  )
in the presence of the following, both  )
present at the same time, who at my     )  _____________________________
request and in my presence and in the   )  *WIFE
presence of each other have hereunto    )
subscribed their names as witnesses.    )



_________________________                    _________________________
WITNESS                                      WITNESS


_________________________                    _________________________
ADDRESS                                      ADDRESS


_________________________                    _________________________
OCCUPATION                                   OCCUPATION







                                                Form No.906

                                SCHEDULE "A"

                  To The Last Will And Testament Of *WIFE:



          In  addition  to any powers specifically given to my  Trustee,  my
Trustee shall have the following powers:


POWER OF SALE

To sell any part of my estate not consisting of money at such time or times,
in such manner,  and upon such terms and either for cash or credit,  or part
cash and part credit as my Trustee deems advisable;


POWER NOT TO CONVERT ESTATE

To  postpone the conversion of my estate, or any part or parts  thereof  for
such length of time as my Trustee may think best;


RETAIN INVESTMENTS

To  retain  any portion of my estate in the form in which it may be  at  the
time  of  my  death  (notwithstanding that it may not be in  a  form  of  an
investment  in  which  trustees are authorized to invest  trust  funds,  and
whether  or  not  there is a liability attached to any such  portion  of  my
estate) for such length of time as my Trustee in good faith deems advisable,
and my Trustee shall not be held responsible for any loss that may happen to
my estate by reason of so doing;


PAYMENTS ON BEHALF OF MINORS

To make any payments for any person under the age of majority to a parent or
guardian  of such person or to anyone to whom my Trustee deems advisable  to
make  such  payments,  whose receipt shall be a sufficient discharge  to  my
Trustee;


NON TRUSTEE INVESTMENTS

To  make  any investments not limited to investments authorized by  law  for
trustees  which my Trustee considers advisable, and my Trustee shall not  be
liable  for  any loss that may happen to my estate in  connection  with  any
investment which my Trustee makes in good faith,


DEAL IN REAL ESTATE

To sell, mortgage, lease (without being limited as to term), exchange,  give
options  on,  or otherwise dispose of or deal with any real estate  that  my
estate holds,  and to repair, alter, improve, add to or remove any buildings
thereon, and generally to manage such real estate;


DIVISION OF ASSETS IN SPECIE

To  make  any  division of my estate,  or set aside,  or pay  any  share  or
interest therein,  either wholly or in part, in the assets forming my estate
at  the time of my death or at the time of such division,  setting aside  or
payment and,  in my Trustee's discretion,  to fix the value of my estate  or
any part thereof for the purpose of making any such division,  setting aside
or  payment,  and  my Trustee's decision shall be  binding  on  all  persons
concerned;


POWER TO BORROW

At  any time and from time to time to borrow money upon the security of  all
or any assets of my estate in such manner, on such terms and conditions, for
such  length  of time and for such purposes connected with my estate  as  my
Trustee  deems  advisable,  and such borrowing may be  from  any  person  or
corporation notwithstanding that such person or corporation may be a  member
of  my family or a beneficiary or trustee under my Will,  and the person  or
corporation from whom my Trustee borrows shall be entitled to receive and be
paid for his, her or its own benefit such interest as my Trustee has in good
faith decided upon;


SALE OF BUSINESS INTERESTS

To  carry out the terms of any agreements which may be in force at the  time
of  my  death  respecting my interests in any  corporation,  partnership  or
proprietorship;


CONTINUATION OF BUSINESS

If  any of the agreements entered into by me concerning any interest  I  may
have in any corporation,  partnership or proprietorship fail to take  effect
in whole or in part,  to carry on any business that I was engaged in at  the
time of my death with the same power and authority as I would have if I were
alive, and without limiting the generality of the foregoing, to carry on the
business  for  such length of time as is legally  permissible,  employ  such
managers and employees on such terms as my Trustee thinks fit, to enter into
any  scheme for the reorganization or recapitalization of any  business,  to
retain and employ in any business the capital which was employed therein  at
my  death,  to advance such additional capital from my general estate as  my
Trustee  shall  think  fit,  to  borrow money  and  to  renew  any  existing
obligation  or  obligations  of any business, to pledge  the  assets  of  my
estate, if necessary, to secure such advances, and to delegate to any person
or persons as my Trustee considers fit,  all or any of the powers vested  in
me  in  relation  to any business,  and my Trustee is to be  free  from  all
responsibilities  and  fully indemnified out of my estate  in  my  Trustee's
hands in respect of any loss,  costs or damages arising from the exercise of
these powers;


RENEWAL OF GUARANTEES

To  renew at any time and from time to time in my Trustee's discretion,  any
bills,  notes,  guarantees or other securities or contracts  evidencing  any
liability that I may have as endorser, guarantor, surety or otherwise at the
time  of  my death for any corporation or persons,  and for the  purpose  to
enter into any new bills,  notes or other securities or contracts for or  on
behalf of my estate;


VARIATION OF TRUSTS ACT

To make any applications to the court under The Variations of Trusts Act  or
any successor thereto for any amendment to any part of the trusts  contained
in  this my Will or any of the powers of or directions to my Trustee  as  my
Trustee may deem advisable;


ELECTIONS UNDER THE INCOME TAX ACT

To make any elections,  determinations and designations under the Income Tax
Act  which my Trustee deems advisable,  and any election,  determination  or
designation once made is not to be subject to review by anyone;


PAYMENT OF MONEY INTO COURT

Notwithstanding  any direction contained in this my Will to hold and  invest
money on behalf of any person and to pay the income and capital or any  part
thereof to or for such person's maintenance, education and benefit,  whether
such person is a child of mine,  or other minor,  to pay such person's share
of my estate into court if my Trustee in good faith wishes to do so.



                                                Form No.907
                                 CHAPTER 10


                      STOCK SUBSCRIPTION AGREEMENT




   FOR VALUE RECEIVED, the undersigned hereby subscribes for the purchase of
* shares of * (the "Corporation")  for the total purchase price of $*.

   I  understood  that  said shares shall have  full voting  rights  and  be
issued  and non-assessable shares and upon issue shall constitute *% of  the
total  outstanding  issued  share capital of the  Corporation,  all  classes
inclusive.

   The subscription price shall be fully paid herewith.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )







   The foregoing subscription is accepted on behalf of the Corporation  this
* day of *, 198  .


                                             CORP NAME


                                             Per:________________








                                                Form No.1001

                         EXTENSION OF AGREEMENT




   THIS EXTENSION AGREEMENT made by and between *,  (the "Party of the First
Part")   and *,  (the "Party of the Second Part") in respect of an  existing
agreement between the parties dated the * day of *, 198  ,(the "Agreement").

   Whereas the said Agreement expires on * *,  198   and the parties  desire
to extend and continue said Agreement;

   It is agreed that the said Agreement shall be extended for an  additional
term of *  years, commencing upon the expiration of the original term of the
agreement and expiring on * *, 198  .

   This extension shall be on the same terms and conditions as contained  in
the original Agreement and as if set forth herein excepting that:


*


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.1002

                      EXTENDED DATE FOR PERFORMANCE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being  hereby acknowledged,  * (the "Party of the First Part")  and  *  (the
"Party of the Second Part") in and to a certain agreement dated the * day of
*, 198   (the "Agreement"), do hereby acknowledge and agree that:

1.  The said agreement provides that completion or performance shall be made
on or before * *, 198   (the "Performance Date").

2.  That the parties hereby agree that the date for performance be continued
and  extended to * *,  198  ,  with no other change in the terms or  further
extension intended.


Dated this * day of *, 198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.1003

                     MUTUAL TERMINATION OF CONTRACT



   This  agreement  shall evidence our mutual agreement  to  release,  waive
cancel  and  terminate the contract between us dated  * *,  198   ,  without
further recourse by either party.


Dated this * day of *, 198  .


     IN  WITNESS WHEREOF the the parties hereto have hereunto affixed  their
respective  corporate  seals,  attested by the  hands  of  their  respective
officers,  duly authorized in that behalf,  on the day and year first  above
written.


                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________



                                                Form No.1004


                             REVOCABLE PROXY




   BE IT KNOWN that the undersigned,  being the owner of * shares of  voting
stock of *,  (the "Corporation"),  do hereby grant to *,  a proxy to vote on
behalf  of the undersigned * shares of the said stock at any future  meeting
of  the  stockholders  of  the Corporation, and the  said  proxy  holder  is
entitled  to attend any said meetings on my behalf or vote the  said  shares
through mail proxy.
   During  the pendency of this proxy,  all rights to vote the  said  shares
shall be held by the proxy holder and shall not be voted by the undersigned,
provided the undersigned may revoke this proxy at any time.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )

                                                Form No.1005

                           NON-REVOCABLE PROXY



   BE  IT KNOWN,  that for good consideration,  the undersigned,  being  the
owner of * shares of voting stock of * (the "Corporation"),  hereby grant to
*,  a non-revocable proxy to vote on behalf of the undersigned *  shares  of
the said stock at any future meeting of the stockholders of the Corporation,
and  the  said proxy holder is entitled to attend the said  meetings  on  my
behalf or vote the said shares through mail proxy.

   During  the pendency of this proxy,  the rights to vote the  said  shares
shall be exclusively held by the proxy holder and shall not be voted by  the
undersigned.  This proxy shall not be revocable and shall remain  in  effect
until * *, 198  , when all rights hereunder shall terminate.

   The  undersigned agrees to annex a legend to said the shares stating  the
existence of this outstanding proxy,  as all rights hereunder shall  survive
any sale or transfer of the said shares.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.1006

                   AFFIDAVIT OF LOST STOCK CERTIFICATE



          I, of the *, in the *, MAKE OATH AND SAY AS FOLLOWS:



1.  That  the undersigned is the owner of record of * shares of  the  common
stock of *,  (the "Corporation")  as same appear on the books and records of
the Corporation as certificate number *.

2.  The  undersigned has made a due and diligent search for the  said  stock
certificate  but has lost or misplaced same.   The undersigned warrants  and
represents  that  the said stock certificate has not been sold,  pledged  or
transferred.

3.  As  an inducement for the Corporation issuing  a  duplicate  replacement
certificate, the undersigned agrees to fully indemnify and save harmless the 
Corporation  for any claim of ownership by any asserted owner or  holder  of
the said shares.


          Sworn before me at the City of     )
          * in the Municipality              )
          of *  on the                       )    _______________________
          * day of *, 1986.                  )         *


          Commissioner for Taking Affidavits
                   or Notary Public


                                                Form No.1007

                   CERTIFICATE OF CORPORATE RESOLUTION



     Certified  to be  a true copy of a resolution passed by the *  of  CORP
NAME on the * day of *, 198  .



     Dated this * day of *, 198  .


                              CORP NAME



                              Per:_______________________
                                   Secretary


                                                Form No.1008

                ACKNOWLEDGEMENT OF INDEPENDENT CONTRACTOR



   The  undersigned  acknowledges  that  it has been  retained  by  *,  (the
"Company"), for the purposes of:

*

   In  consideration  of  the  foregoing,  the Company  agrees  to  pay  the
undersigned the following amounts in the manner following:

*

   It is further agreed and acknowledged that:

1.  The  undersigned  is  understood to be and shall  be  deemed  to  be  an
independent contractor and is not an employee, partner, agent, or engaged in
a joint venture with the Company.

2.  Consistent with the foregoing,  the Company shall not deduct withholding
taxes or any other taxes or rates or payments required to be deducted by  an
employer  as the undersigned acknowledges his responsibility to pay same  as
an independent contractor.

3. The undersigned further acknowledges that he shall not be entitled to any
pension,  retirement,  profit sharing or any other benefits accruing to  any
employees of the Company.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.1009

                        LIMITED POWER OF ATTORNEY



   BE IT KNOWN,  that I *, the undersigned,  do hereby grant a limited power
of attorney to *, as my attorney.

   My attorney shall have full power and authority to undertake and  perform
the following on my behalf:

*

   My  attorney agrees to accept this appointment subject to its terms,  and
agrees to act and perform in the said fiduciary capacity consistent with  my
best interests as he in his sole discretion deems advisable.

   This  power of attorney may be revoked by me at any time,  provided  that
any  person  relying  on this power of attorney shall have  full  rights  to
accept  the  authority of my attorney until in receipt of actual  notice  of
revocation.

Signed this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


   I  hereby agree to accept the appointment as attorney,  pursuant  to  the
foregoing power of attorney.



            _____________________
            Attorney




                                                Form No.1010

                       UNLIMITED POWER OF ATTORNEY



   BE  IT KNOWN that I,  *.  the undersigned,  do hereby grant an  unlimited
power of attorney to *, as my attorney.

   My attorney shall have full powers and authority to do and undertake  all
acts on my behalf that I could do personally,  and including but not limited
to the right to sell,  buy, lease, mortgage, assign,  rent or dispose or any
real  or  personal property,  the right to execute,  accept,  undertake  and
perform all contracts in my name, the right to deposit, endorse, or withdraw
funds to or from any of my bank accounts or safe deposit boxes, the right to
initiate, defend, commence or settle legal proceedings on my behalf, and the
right to retain any accountant, solicitor  or other advisor deemed necessary
to protect my interests relative to any of the foregoing unlimited powers.

   My  attorney  hereby accepts this appointment subject to  its  terms  and
agrees to act and perform in the said fiduciary capacity consistent with  my
best interests as he in his sole discretion deems advisable.

   This  power  of attorney may be revoked by me at any time,  provided  any
person  relying on this power of attorney shall have full rights  to  accept
the  authority  of  my  attorney  until  in  receipt  of  actual  notice  of
revocation.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.1011

                                 AFFIDAVIT



          I, of the *, in the *, MAKE OATH AND SAY AS FOLLOWS:


1.        *


          Sworn before me at the City of     )
          * in the Municipality              )
          of *  on the                       )    _______________________
          * day of *, 1986.                  )         *


          Commissioner for Taking Affidavits
                   or Notary Public




                                                Form No.1012

                            BULK SALES NOTICE



                                  Date: *


To:*(All Known Creditors of the Seller)



   Please  take  notice  that * (the "Seller")  shall make a  bulk  sale  or
transfer of its goods and business to * (the "Buyer")  of *.

   To the knowledge of the Buyer, the Seller has not done business under any
other name during the past three years.

  All debts of the Seller shall be paid in full as they fall due as part  of
this bulk sale.

   Creditors are directed to send all bills to:



                          ____________________
                                  Name


                          ____________________
                                 Address

   The sale shall occur ten or more days from the date of this notice.  This
notice  is provided in order to allow the opportunity to  immediately  raise
the matter of any outstanding account.



            Yours very truly,



            _________________
            Buyer



                                                Form No.1013

                           PARTNERSHIP AGREEMENT

                                (short form)


   This  agreement  is made by and between the undersigned  for  purpose  of
forming a general partnership.

1.   Name:  The name of the partnership shall be:

*

2.   Address:  The original place of business shall be at:

*

3.   Nature of Business:   The partnership shall engage in the business of *
, and such other related activities as shall be agreed upon by the partners.

4.   Duration:   The partnership shall continue until terminated  by  mutual
consent or dissolution by operation of law.

5.   Capital:  The initial capital and ownership interest of the partnership
shall be allocated as follows:

     Partner                  Amount Invested          Ownership Interest(%)

*

   The  partners  shall contribute in proportionate  shares  any  additional
capital they may deem necessary for the operation of the business.

6.   Loans By Partners:   If any partner shall,  with the written consent of
the other partners,  advance any monies to the partnership in excess of  the
capital contributed as set forth above, the amount of the monies so advanced
shall be considered as a loan to the partnership and shall bear interest  at
a  rate equal to the prime commercial lending rate of the Bank used  by  the
partnership until repaid.

7.   Profit and Losses:  The net profits and losses of the partnership shall
be  apportioned amongst the partners in accordance with their  proportionate
ownership interest.

8.   Management:   The partners shall have equal rights in the management of
the partnership business.

9.   Duties:   Each partner shall devote his full time and best  efforts  on
behalf of the partnership business.

10.  Salaries:  The salaries for each partner shall be by agreement with the
remaining partner(s).

11.  Books of Account:   The partnership shall maintain adequate  accounting
records  on  a  cash basis of accounting,  and open to  inspection  by  each
partner.  The fiscal year shall end on * * of each year and the first fiscal
period shall end on * *, 198  .

12.  Banking:   All partnership funds shall be deposited with such banks  as
may  be designated by the partners.  Checks and withdrawals shall be  issued
only for the partnership purposes and shall be signed by any two partners.

13.  Authority:   No  parties  shall,  without  the  consent  of  the  other
partners:

a)   Borrow  money in the firm name for any purposes or  utilize  collateral
owned by the partnership as security for any loans.

b)  Assign, transfer, pledge, compromise or release any debts or obligations
due to the partnership, except upon payment in full.

c)   Enter into any contract,  agreement,  obligation or undertaking of  the
partnership except within the ordinary course of business.

d)  Make, execute, initiate or deliver any insolvency proceeding, confession
of  judgement,  deed,  guarantee,  lease,  bond, or contract to sell all  or
substantially all the property of the partnership.

e)   Pledge,  hypothecate  or in any manner transfer  his  interest  in  the
partnership.

14.  Termination:   This  partnership shall be terminated by  the  death  or
material incapacity of any partner,  mutual agreement,  or upon the  written
request for termination made by any one partner.  Upon termination by reason
of death, incapacity or request, the remaining partners shall have the right
to continue the business of the partnership on their own behalf or  together
with  new or additional partners,  provided they pay the terminated  partner
the  fair  market value of his partnership interest (as  determined  by  the
accountant  for the partnership) together with suitable indemnification  for
all of their existing partnership obligations.

15.  Arbitration:   Any  dispute or controversy herein shall be  settled  by
arbitration  in accordance with the Arbitration Act and judgement  upon  the
award  rendered  may  be entered in the court  having  jurisdiction  in  the
Province in which the head office of the partnership is located.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.1014

                          AGREEMENT OF PARTNERSHIP

                                     OF

                                 *PART NAME



     THIS AGREEMENT OF PARTNERSHIP is made as of the * day of *, l9*, by:

*

     NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:


                                     I.

                FORMATION, NAME, PRINCIPAL PLACE OF BUSINESS

1.01      Formation.    The  Partners  agree  to  form  a  Partnership  (the
"Partnership").
Except as otherwise provided in this Partnership Agreement,  the Partnership
will be governed by the laws of the Province of *.

1.02      Name.   The Partnership will conduct business under the name *  or
any other name designated by the Partners.

1.03      Principal Place of Business.   The principal place of business  of
the Partnership will be in * or any other place in Ontario designated by the
Partners.

                                    II.
                                      
                                    TERM

2.01      Term.   The  Partnership will be formed on or before  *  and  will
continue until *, unless continued by the agreement of all the Partners,  or
sooner dissolved.


                                    III.

                                  PURPOSES

3.01     Purpose.  The purpose of the Partnership will be as follows:

*


                                    IV.

                       ACCOUNTING FOR THE PARTNERSHIP

4.01     Method of Accounting.   The Partnership books will be maintained on
the   accrual  basis  in  accordance  with  generally  accepted   accounting
principles; provided that the Partnership will, to the extent allowed by the
law, keep books and reports for income tax purposes on the cash basis method
of accounting.

4.02     Fiscal year.   Unless changed by the Partners,  the fiscal year  of
the  Partnership  for  accounting  and income tax purposes  will  be  the  *
provided  that  if  the Partnership is dissolved and  the  business  of  the
Partnership is not continued pursuant to Section 14.01 (Dissolution  Events)
the  final  fiscal  year  of  the Partnership  will  end  on  the  date  the
Partnership is terminated.

4.03      Annual  Statements.   The Partners  will  cause  annual  financial
statements  of  the  operations  of the Partnership  to  be  prepared.   The
financial  statements  will  include  a  balance  sheet,  income  statement,
statement  of sources and uses of cash and a statement of Partners'  equity. 
The  report will also include a statement describing financial  transactions
between  the  Partners and the Partnership during the  year,  including  the
services rendered or to be rendered by the Partners and the amount of  fees,
commissions  and  other  compensation  received or to  be  received  by  the
Partners and other supporting statements as the Partners may deem  relevant. 
To the extent it is feasible to do so,  the annual financial statements will
be  mailed to the Partners within seventy-five (75) days after the close  of
each fiscal year.

4.04     Income Tax Information.  The Partners will cause the Partnership to
provide each Partner with information on the Partnership's taxable income or
loss and each class of income,  gains, loss or deduction that is relevant to
reporting  Partnership  income under the laws of the  Province  of  Ontario,
Revenue Canada and the laws of any other province, state or country in which
any  Partner may be obligated to file income tax returns.   The  information
will  show each Partner's distributive share of each class of income,  gain,
loss,  deduction or other tax attribute.  To the extent it is feasible to do
so,  the  income tax information will be furnished to  the  Partners  within
seventy-five (75) days after the close of the Partnership's fiscal year.

4.05     Accountants.   The Partners will cause the Partnership to engage as
employees or independent contractors such bookkeepers,  accountants and  tax
advisors as the Partners may deem appropriate.   The costs of these services
will be borne by the Partnership.

4.06      Access to Accounting Records.  The Partnership books  and  records
will be maintained at the Partnership's principal place of business,  except
as may be necessary for the convenience of accountants and tax advisors  who
may  temporarily remove portions of the Partnership's books and  records  in
connection with their work.   All Partners will have the right on reasonable
notice to the Partnership to either personally or through authorized  agents
inspect  and,  at  their own expense,  copy the books  and  records  of  the
Partnership,   provided  that  all  Partnership  information   must   remain
confidential  and  cannot be disclosed to third parties if to  do  so  would
prejudice or impair any rights of the Partnership or its Partners.


                                     V.

             CAPITAL CONTRIBUTIONS & ADMISSION OF NEW PARTNERS

5.01     Capital Contributions.     The Partners will complete Schedule "A",
setting forth the amount of capital contribution to the Partnership credited
to each Partner,  the number of Partnership Units issued therefor,  and  the
amounts  of  additional capital contributions to be made by  the  dates  set
forth  on  Schedule "A".   Partner obligations to  make  additional  capital
contributions will be evidenced by promissory notes.

5.02      Need  for Additional Capital Contributions.   If at any  time  the
Partners  determine  that the cash available to the Partnership is,  in  the
Partners'  reasonable  judgment,  inadequate to meet the then  existing  and
projected needs of the Partnership, the Partners may request the Partners to
purchase  additional  Partnership Units to provide the  required  additional
cash.   The Partners will advise the Partners in writing of the Units to  be
sold,  the price and terms upon which the Units will be sold and the purpose
for  which the proceeds will be used.   The price and terms may be  more  or
less  favorable than those on which the initial Units were offered.   Within
fifteen  (l5)  days after the mailing of this notice by the  Partners,  each
Partner may elect in writing to purchase all,  any part of,  or none of  his
pro-rata  share of the additional units.   If any Partner does not elect  to
purchase his pro-rata share of the additional units,  the unsubscribed units
will be available for purchase,  on a pro-rata basis,  by the other Partners
who  do  purchase additional units.   If all the additional  units  are  not
purchased  by  the  Partners,  the Partners may offer and  sell  the  unsold
additional  units to other persons on the same terms and conditions as  were
available  to  the  Partners or on such other terms and  conditions  as  the
Partners  may  decide,  which terms may be more or less favorable  than  the
offer to the Partners.
      All  sales  of  additional units under this  section  are  subject  to
compliance  with  applicable federal and provincial  securities  laws.   If,
acting upon advice of counsel to the Partnership,  the Partners determine in
their  reasonable judgment that to qualify the sale of these units it  would
be  necessary or appropriate to allow only some of the Partners and/or  only
certain  other persons who are not Partners to participate in the  offering,
the  Partners  may determine in their sole discretion,  those  who  will  be
offered the opportunity to participate.

5.03     Capital Accounts.  An individual capital account will be maintained
for each Partner.   The capital account of each Partner will consist of  his
original  cash  contribution  of capital, increased by  (i)  his  additional
capital  contributions,  and  (ii) his share  of  Partnership  Profits,  and
decreased by (a) distributions to the Partner,  whether in cash or in  kind,
and (b) his share of Partnership Losses.


                                    VI.

                      ALLOCATION OF PROFITS AND LOSSES

6.01     Operating Profits.   Operating profits,  operating losses,  taxable
operating  profits  and  taxable  operating  losses  and  credits  shall  be
allocated to the Partners separately pursuant to the Partnerships Act.

6.02     Capital Profits.  Capital Profits, Capital losses,  Taxable Capital
Profits  and Taxable Capital Losses will be allocated to the Partners up  to
the  amounts of available cash distributed to them in excess  of  cumulative
net  operating  profits  allocated  to  them  from  the  inception  of   the
Partnership,  then to Partners, if any, with negative capital accounts up to
the amount of their negative capital account balances and thereafter to  the
Partners pro-rata in accordance with their ownership of Partnership units.
      For   the  purposes  of  this  section,   cash   distribution   before                  
of the year following the transaction giving rise to the capital profits  or
losses  or  taxable capital profits or losses will be deemed  to  have  been
distributed during the preceding fiscal year.

6.03     Periodic Computation.   Profits and losses and taxable profits  and
taxable losses shall be computed periodically.  A proportional adjustment of
profits and losses shall be made between a Partner and a Partner's  assignee
as of the date that the Partner's assignee becomes a substituted Partner.
      All  other  allocations  of  profits  and  available  cash  which  are
allocated to the Partners will be allocated among them in proportion to  the
number of units held by each Partner.


                                    VII.

                           INDEMNITY OF PARTNERS

7.01     Limited Liability and Indemnity.  The Partners will have  liability
with respect to liabilities and obligations of the Partnership equal to  the
proportionate  share of units held by each Partner.   The Partners agree  to
indemnify  and  save one another harmless from any liability  in  connection
with  the  liabilities  of the Partnership above and  beyond  any  Partner's
proportionate share in same.


                                   VIII.

                             CASH DISTRIBUTIONS

8.01      Available  Cash.   Available cash will be distributed  each  year,
except as follows:
      (a)   Available cash in amounts in excess of cumulative net  operating
profits allocated to the Partners from the inception of the Partnership will
be   distributed   to  the  Partners  until  the  Partners   have   received
distributions  of available cash in excess of these operating profits  equal
to the amount of their initial capital contributions.
      (b)   Available  cash  will then be distributed  to  the  Partners  in
proportion to the number of units held by each partner.
      (c)   Upon  liquidation of the Partnership,  available  cash  will  be
distributed to the Partners as provided above,  except that after making the
distributions  under  (a)  and  (b) above,  and  taking  into  account  cash
contributions,  if  any,  to  be made by  the  Partners  on  liquidation  in
accordance  with Section l4.02 (Liquidation Distributions),  available  cash
will  be  distributed  to the Partners in amounts equal  to  each  Partner's
respective capital account balance.


                                    IX.

                     REIMBURSEMENT OF PARTNER EXPENSES

9.01      Reimbursement.   The Partners shall be reimbursed for any and  all
reasonable   expenditures  that  they  incur  and  pay  on  behalf  of   the
Partnership.


                                     X.

                                   LOANS

10.01      Partnership  Loans.   If  the  Partners deem  it  to  be  in  the
Partnership's  interest,  the  Partnership  may borrow  from  a  Partner  or
Partners.   Interest will be payable on the loans at an annual rate  of  the
Canadian Imperial Bank of Commerce's prime rate plus two percentage  points,
but  not  to  exceed  the legal maximum,  unless  otherwise  agreed  by  the
Partners.


                                    XI.

                                 MANAGEMENT

11.01     Powers of Partners.   Except as otherwise expressly stated  herein
the Partners will participate in the management of the Partnership  affairs. 
All  decisions  of  the Partnership will be made by  the  Partners  and  the
Partners  will  have  exclusive  authority to manage  and  conduct  all  the
business of the Partnership,  with all rights, powers and authority that are
conferred  by  law  or are necessary,  convenient  or  appropriate  for  the
managing  of  the Partnership's business subject only  to  those  exceptions
expressly  set  forth  in  this Agreement.   The  Partners  agree  that  all
Partnership decisions shall be made in accordance with Section 18.01 of this
Agreement  and that the following powers or actions shall  require  approval
under the said Section:
      (a)  to borrow funds from any source for Partnership purposes,  and as
security therefor, to mortgage or pledge the property or any other assets of
the  Partnership,  whether real or personal;  to repay in whole or in  part,
refinance,  recast,  increase, modify or extend any mortgage or mortgages or
other  encumbrances on the property or any other assets of the  Partnership,
and in connection therewith, to execute for and on behalf of the Partnership
any  extension,  renewals,  or  modifications of  such  mortgages  or  other
encumbrances,  new  mortgages  or other encumbrances  in  lieu  of  existing
mortgages  or  other encumbrances,  and to execute notes,  bonds  and  other
evidences of indebtedness;
      (b)   to  act for the Partnership in all transactions  concerning  the
Partnership's real or personal property or business affairs,  including  the
execution of all contracts, leases, deeds, options, loan obligations,  deeds
of trust and notes;
      (c) to amend this Agreement and the Certificate of Partnership.

      Any  mortgagee,  grantee,  creditor or any  person  dealing  with  the
Partnership  shall be required to investigate the authority of the  Partners
and to secure the approval or confirmation by all Partners of any act of the
Partners  in connection with the conduct of the Partnership  business.   The
signature of all of the Partners will be necessary to convey any interest in
Partnership  real  property  and  the Partners will  prepare  and  record  a
Statement of Partnership to this effect in Ontario.
      The Partners will be liable to the Partnership in connection with  the
management  of  the  Partnership's  affairs  for  acts  or  omissions  which
constitute  gross negligence or willful misconduct,  including  any  willful
breach of this Agreement.

11.02     Competition.   The Partners will devote only as much of their time
and  attention to the Partnership as they each deem necessary  or  advisable
and  they  may,  during the continuance of this  Agreement,  engage  in  any
activity  for  their  own profit and advantage without the  consent  of  the
Partners.  The Partners have other business interests and may engage in  any
other businesses,  trades,  professions or employment whatsoever,  including
the acquisition, ownership, management and disposition of the following:


,for  their own accounts or in Partnership with or as  employees,  officers,
directors or stockholders of any other entity, whether or not such interests
or activities compete with the business of the Partnership, and the Partners
will  not have to account to or otherwise make available to the  Partnership
or  the Partners any other business or investment profits  or  opportunities
that  might be available to the Partners.   Situations may arise  where  the
Partners  or any of them owe conflicting duties to this Partnership  and  to
other  persons or entities.   The Partners will resolve these  conflicts  in
good faith and will be liable to the Partnership only for acts or  omissions
which constitute gross negligence or willful misconduct.

11.03      Compensation  of the Partners.   The Partners are to  receive  no
compensation by way of salary from the Partnership.   The Partnership,  may,
however,  contract with one or more of the Partners to provide  services  to
the  Partnership  provided  that  the compensation  for  these  services  is
comparable to what the Partnership would have had to pay an unrelated  party
to  provide  these services.   All contracts between the Partnership  and  a
Partner  or an affiliate of a Partner must be approved by a majority of  the
disinterested  Partners  and all actions on behalf of the  Partnership  with
respect to these contracts,  including enforcement of the contract,  will be
by action of a majority of the disinterested Partners.


                                    XII.

                       SALE OF THE PARTNERSHIP ASSETS

12.01      The  Partners may sell or otherwise  transfer  the  Partnership's
properties  but  the  consent of all of the Partners shall  be  required  in
connection  with a sale or other transfer of any portion of the holdings  of
the Partnership.


                                   XIII.

                    ASSIGNMENTS OF PARTNERSHIP INTERESTS

13.01      Assignment.   No Partner shall assign (which term as used  herein
shall  include  a  gift,  devise,  sale,  transfer,   encumbrance  or  other
disposition,  whether voluntary,  involuntary,  or by act of law) all or any
part  of his interest in the Partnership otherwise than in  accordance  with
the  provisions and subject to the limitations of this Section 13.01 and  of
Section 13.02,  and any assignment not in accordance with this Article  XIII
will  be void and of no effect.   Any Partner at any time and from  time  to
time  may assign all or any part of his Partnership interest to  any  person
pursuant  to  a bona fide written offer,  but not until after  having  first
offered  it  to the Partnership on the same terms as contained in  the  bona
fide  written offer.   The Partner so desiring to assign all or part of  his
interest  pursuant  to this Section 13.01 shall notify  the  Partnership  in
writing and furnish the Partners with a copy of the bona fide written offer. 
The  Partners  shall determine whether the Partnership  shall  purchase  the
units.   If the assigning Partner shall not within fifteen (l5)  days  after
delivery  of this notice receive written notice from the Partners  that  the
Partnership  desires  to purchase the entire interest to  be  assigned,  the
assigning Partner may assign this interest pursuant to the bona fide written
offer  at any time within forty-five (45) days after the termination of  the
fifteen day period.   The assignee will not,  however,  become a substituted
Partner except in accordance with Section 13.02.

13.02     Admission of Substituted Partners.  Notwithstanding anything above
to the contrary, no assignee, by operation of law or otherwise, of the whole
or  any  portion of a Partner's interest will become a  substituted  Partner
unless  the written consent of all of the Partners to such substitution  has
been  obtained  and until such assignee shall execute and  acknowledge  such
instruments,  in  form and substance satisfactory to the  Partners,  as  the
Partners  shall deem necessary or desirable to effectuate the  admission  of
such assignee as a substituted Partner and to confirm the agreement of  such
assignee  to be bound by all the terms and provisions of this Agreement  and
the Certificate of Partnership, as same may be amended,  with respect to the
interest acquired.
      As  to  assignees  who do not become substituted  Partners  or  as  to
assignees  before  substitution as Partners, both the  Partnership  and  the
Partners  shall  be entitled to treat the assignor of any  interest  in  the
Partnership as the absolute owner thereof in all respects,  and shall  incur
no liability for distributions of cash or other property made to him,  until
such time as the written assignment has been received by and recorded on the
books of the Partnership.   All reasonable expenses,  including  solicitors'
fees, incurred by the Partnership in connection with an assignment, shall be
borne by the assignee.
      A  substituted  Partner  shall have all the  rights,  obligations  and
liabilities of a Partner under this Agreement.   An assignee of  Partnership
units  who  does  not become a substituted Partner shall have  none  of  the
rights of a Partner under this agreement.


                                    XIV.

                        DISSOLUTION AND LIQUIDATION

14.01      Dissolution  Events.   The  death,  bankruptcy,  incompetency  or
insanity of a Partner will dissolve or terminate the Partnership.   The sale
of all or substantially all of the assets of the Partnership or the vote  of
the Partners to dissolve the Partnership also dissolves the Partnership.
      In the event that the Partnership is dissolved and not continued,  the
Partners shall make the necessary arrangements to wind up and terminate  the
affairs of the Partnership in accordance with applicable laws.

14.02     Liquidation Distributions.   Upon dissolution,  if the Partnership
is not continued,  the Partnership will engage in no further business  other
than that necessary to wind up the business of the Partnership and liquidate
its  assets.   Any profit or loss on disposition of  Partnership  properties
during  liquidation shall be allocated in accordance with the provisions  of
Article  VI  (Allocation of Profits and Losses) of  this  Agreement.   After
retention  by  the Partnership of sufficient proceeds to  meet  and  satisfy
operating costs and the cost of sale,  as determined in the sole  discretion
of   the   Partners,   the  proceeds  of   liquidation   (the   "Liquidation
Distribution") will then be distributed in the following order:
      (a)  Payments to creditors of the Partnership, other than Partners, in
the order of priority provided by law;
      (b)  Payments to Partners for loans made by them to the Partnership;
      (c)   Distributions  shall  then  be  made  in  accordance  with   the
provisions of Section 8.01 (Available Cash).
      If upon liquidation of the Partnership and distribution of its assets,
as provided above,  any Partner would have a negative balance in his capital
account,  the negative balance will constitute a debt to the Partnership and
shall be paid in cash by the Partner on demand by the Partnership.


                                    XV.

                       PURCHASE OF PARTNER'S INTEREST

15.01      Purchase of Partner's Interest.   The Partners may elect to  have
the  Partnership  purchase  a  deceased,  bankrupt,  incompetent  or  insane
Partner's units.  This election must be made by delivery of a written notice
of  its exercise upon the Partner or his executor,  administrator  or  other
legal  representative  within  ninety (90) days  after  receipt  of  written
notification  by  the  Partnership  of  the  Partner's  death,   bankruptcy,
incompetency or insanity or at any time if no written notice is given to the
Partnership.

15.02      Purchase price.   The purchase price to be paid for  a  Partner's
interest  under these Articles shall be equal to the amount that would  have
been received by that Partner if all the assets of the Partnership had  been
liquidated  in  a  sale at fair market value on the date of  the  notice  of
election to the Partner or the date the Partner ceased to be a Partner,  and
the  proceeds of such liquidation distributed pursuant to the provisions  of
such section.   The purchase price shall not,  however,  include any  amount
that might be received for the Partnership's goodwill, if any.
      In  the  event  that the terminating Partner or  the  Partner's  legal
representative  and the remaining Partners cannot reach an agreement  as  to
the purchase price to be paid for the Partner's interest because they cannot
agree  as  to the value for which the assets of the  Partnership  (excluding
goodwill)  could  be  sold  or  the  amount  for  which  the   Partnership's
liabilities could be discharged,  then such amounts shall be established  by
an  appraisal of such assets and liabilities by M.A.I.  or other  recognized
appraiser  agreed upon by the selling Partner (or his  representatives)  and
the  Partners  and  the appraised values will be reduced by  the  amount  of
brokerage  fees and any closing costs customarily incurred in  disposing  of
the  assets  (but  in total these estimated costs to exceed l0%  of  of  the
agreed or appraised asset values).   If they cannot agree upon the selection
of  an  appraiser,  then the selling Partner (or his  representative)  shall
select  one  qualified appraiser and the other Partners  as  se  fix this!!!
group shall select a second qualified appraiser,  which two said  appraisers
shall  select a third qualified appraiser who shall then make  the  required
determination.

15.04     Manner of Payment.   The purchase price for the Partner's interest
shall be paid as follows:
      (a)  Ten Percent (l0%) within 60 days after the determination thereof;
      (b)   The  balance in full within thirty-six (36)  months  thereafter;
until paid,  this obligation shall be evidenced by a promissory note of  the
Partnership  bearing  interest  at the rate of * per cent  per  annum,  with
interest payable *.   The note will provide that the Partnership may pay all
or  a  part thereof at any time during the term thereof  without  prepayment
penalty.


                                    XVI.

                               BANK ACCOUNTS


16.01     The Partner shall open and maintain in the name of the Partnership
accounts  with such banks or savings and loan associations as are  necessary
to effectuate this Agreement and the Partnership's business.  Funds from all
such  accounts shall be deposited and withdrawn on the signature of  one  of
the Managing Partners, or duly authorized representatives of the Partners.


                                   XVII.

                           SUCCESSORS IN INTEREST


17.01     This Agreement shall in all respects bind and enure to the benefit
of the parties hereto and their respective heirs, executors,  administrators
or other legal representatives,  subject to the provisions of this agreement
limiting rights of assignment and the rights of non-substituted Partners.


                                   XVIII.

                            VOTING AND AMENDMENT

18.01      Voting  Rights.   Each Partner shall be  entitled  to  vote  upon
matters  affecting  the  basis structure and business  of  the  Partnership,
including the following matters:
      (a)  Admission of Partners;
      (b)  Termination of the Partnership;
      (c)  Development of business activities.

18.02      Admission of Partners.   The admission of a new Partner  requires
the vote or written consent of the holders of seventy-five percent (75%)  or
more of the Partnership units.   This provision is not subject to  amendment
by less than said percentages.

18.03      Other  Matters.   The approval of all other matters as  to  which
Partners may or shall vote shall require the vote or written consent of  the
holders of more than fifty percent (50%) of the Partnership units.

18.04     Amendments.  Notwithstanding anything to the contrary contained in
this Agreement, this Agreement may not be amended without the consent of the
holders of more than fifty percent (50%) of the Partnership units,  provided
that  one  hundred percent (l00%) of the Partners  adversely  affected  must
approve an amendment that purports to:
      (a) *.

18.05      Voting  Procedure.    The  Partners  may  vote  only  by  written
instrument.  Written proxies or powers of attorney to vote Partnership units
will not be honoured.


                                    XIX.

                                  MEETINGS

19.01      Meeting  Rules.   Meetings of the Partners may be called  by  the
Partners  or by Partners holding more than thirty percent (30%) of the  then
outstanding  Partnership units,  for any matter for which the  Partners  may
vote  as  set forth herein.   Upon receipt of a written request,  either  in
person  or  by  registered mail,  stating the purpose of  the  meeting,  the
Partners shall provide all Partners,  within ten (l0) days after receipt  of
such request,  written notice (either in person or by registered mail) of  a
meeting  and the purpose of such meeting to be held on a day not  less  than
fifteen (l5) nor more than sixty (60) days,  after receipt of said  request,
at  a time and place convenient to the Partners.  Votes taken at  a  meeting
must be in accordance with Article XVIII (Voting and Amendment).


                                    XX.

                          MISCELLANEOUS PROVISIONS

20.01      Power of Attorney.   Each Partner hereby irrevocably  constitutes
and appoints each of the Partners with full power of substitution,  his true
and  lawful attorney-in-fact for him and in his name,  place and stead,  for
his use and benefit, to sign, acknowledge, file and record:
      (a)   The  Certificate  of  Partnership of  the  Partnership  and  any
amendments thereto which are made to reflect amendments to this Agreement or
to reflect any reductions in the amount of the contributions of a Partner or
which are required pursuant to the Partnerships Act.
      (b)  Any fictitious business name certificate or amendment thereto  or
other  instrument or document which may be required to be filed or  recorded
by  the Partnership,  on its own behalf or on behalf of the Partners,  under
the laws of the Province of Ontario or any other jurisdiction.
      (c)   Any document that may be required to effect the continuation  of
the  Partnership,  the  admission of a  substituted  Partner  or  additional
Limited or Partners,  or the dissolution or termination of the  Partnership,
and  any  amendment to this Agreement or the  Partnership's  Certificate  of
Partnership  in  connection  therewith,  provided  that  such  continuation,
admission,  dissolution,  or termination is in accordance with the terms  of
this Agreement.
      The foregoing provisions do not supersede any other provisions of this
Agreement,  nor is this power of attorney to be used to deprive any  Partner
of  its  rights  under this Agreement,  but is intended only  to  provide  a
simplified  system for execution,  filing and recording of documents and  to
permit  the  use of the provisions of the Partnerships Act.   The  power  of
attorney  granted  herein is coupled with an interest,  is  irrevocable  and
shall survive any assignment of a Partner's interest in the Partnership.

20.02      Amendment  of Certificate of Partnership.  An  amendment  to  the
Partnership's Certificate of Partnership may be signed,  personally or by an
attorney-in-fact, by:
      (a)   A Partner and the new Partner if the amendment is caused by  the
addition of a Partner; or
      (b)  A Partner,  the substituted Partner and the transferring Partner,
if the amendment is caused by the substitution of a Partner.

20.03     Notices.  All notices under this Agreement shall be in writing and
shall be given to the parties at the addresses hereinafter set forth and  to
the Partnership at its principal office,  or at such other address as any of
the parties may from time to time specify:


*


20.04      Counterparts.   This  Agreement may be signed in  any  number  of
counterparts, all of which when taken together shall constitute the original
instrument.

20.05     Severability.   In the event that any provision of this  Agreement
shall  be  held  unenforceable,such  provision  shall  be  severed  and  the
remainder  of  this Agreement shall nevertheless remain in  full  force  and
effect.

20.06     Gender.   All references herein to"he",  "him"  or "his"  shall be
deemed where appropriate,  references to "she", "her", or "hers"  or to "it"
or "its".

20.07      Applicable Law.   This Agreement shall be deemed to be  made  and
performed  in,  and shall be governed and construed in accordance  with  the
laws,  including the laws for resolving conflicts of law of the Province  of
Ontario, and shall be subject to the exclusive jurisdiction of the Courts of
the Province of Ontario.


                                    XXI.

                                DEFINITIONS

21.01      The  following  terms used in this  Partnership  Agreement  shall
(unless otherwise expressly provided herein or unless the context  otherwise
requires) have the following respective meanings:
      (a) "Agreement" shall refer to this Agreement of Partnership.
      (b)   "Assignee"  shall mean a person who had  acquired  a  beneficial
interest in one or more units but who is not a substituted Partner.
      (c)  "Available Cash" means all cash or other property received by the
Partnership,  including  proceeds from sales,  condemnations,  transfers  or
other dispositions of Partnership property or interests therein, proceeds of
any loans to the Partnership and insurance proceeds received with respect to
Partnership property,  remaining after payment or provision for payment  has
been  made  of  all  sums reasonably determined by  the  Partners  as  being
required  to pay all current Partnership expenses and to provide  reasonable
reserves  for  development,  capital  improvements,   replacement  and  debt
service, together with other obligations of the Partnership that will become
payable within the following twelve months,  taking into account the  amount
and  timing  of  anticipated revenues from  operations,  all  as  reasonably
determined  by  the  Partners  after  consultation  with  the  Partnership's
accountants.   Until  changed  by  the Partners in  the  exercise  of  their
reasonable  judgment  it  will  be the policy  of  the  Partnership  (i)  to
accumulate  reserves for the development of the Partnership and to  minimize
the  Partnership  borrowing  requirements and  (ii)  to  accumulate  working
capital reserves at least as large as half of one year's operating expenses.
      (d)  "Partnership Units" or "Units" shall refer to the Units issued to
the  Partners and represent the contributions of capital to the  Partnership
entitling  the  holder  to an interest in the Net Profits,  Net  Losses  and
distributions of the Partnership.
      (e)  "Majority" refers to the vote of Partners who own more than fifty
percent (50%) of the total interests owned by all Partners in that class.
      (f)   "Profits"  means  the Partnership's  annual  profits,  including
capital gains,  and the term "Losses" means the Partnership's annual losses,
including  capital  losses,  as  determined  in  accordance  with  generally
accepted  accounting  principles on the accrual basis.   The  term  "Taxable
Profits"  means the Partnership's annual profits,  including capital  gains,
and  the  term  "Taxable  Losses"  means  the  Partnership's  annual  losses
including capital losses, as determined in the Partnership's information tax
return  as  from  time  to  time  amended,  prepared  by  the  Partnership's
accountants  for  federal income tax purposes,  and determined on  the  cash
basis.   The  terms  "Operating  Profits" or  "Operating  Losses"  mean  the
Partnership's annual Profits or Losses from the ongoing business  operations
of the Partnership,  and excluding Profits or Losses attributable to  sales,
condemnations,  transfers or other dispositions of Partnership  property  or
interests  therein,   and  insurance  proceeds  received  with  respect   to
Partnership  property,  all  as  determined  in  accordance  with  generally
accepted  accounting  principles  on the accrual basis.  The  term  "Taxable
Operating  Profits"  or "Taxable Operating Losses"  mean  the  Partnership's
Taxable  Profits or Taxable Losses from ongoing business operations  of  the
Partnership,  and excluding taxable Profits or Losses attributable to sales,
condemnations, transfers or other dispositions of Partnership capital assets
or  interest  therein,  and  insurance proceeds  received  with  respect  to
Partnership  property except that Taxable Operating Profits  include  income
from a sale or exchange of a capital asset which is taxed at ordinary income
rates because of  the recapture of depreciation, and including the recapture
of  investment  tax credits because of any early disposition  of  a  capital
asset.   "Capital  Profits  and Losses" and  "Taxable  Capital  Profits  and
Losses"  mean  the  Partnership's Profits or Losses or  Taxable  Profits  or
Losses attributable to sales, condemnations, transfers or other dispositions
of Partnership capital assets or interests therein,  and insurance  proceeds
received with respect to Partnership capital assets.
      (g)   "Partners"  shall  refer  to the Partners  and  reference  to  a
"Partner" shall be to any one of the Partners.
      (h)  "Partnership"  shall refer to the Partnerships created under this
Agreement.
      (i)  "Property"  shall refer in part to the real property described in
Schedule "B", if any, and interests therein owned by the Partnership.
      (j)  "Pro-rata share" shall mean a Partner's pro-rata share determined
by  dividing the total number of Partnership units held by a Partner by  the
total number of outstanding Partnership Units.
      (k)   "Substituted  Partner"  is  the assignee of  a  Partner  who  is
admitted to the Partnership in the place and stead of his assignor.


DATED THIS * DAY OF * ,l98*.


     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )

                              CORP NAME #1


                              Per:_______________________


                              CORP NAME #2


                              Per:_______________________


                                                Form No.1015

                             GENERAL RELEASE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged,  the undersigned hereby releases,  discharges and
acquits * heirs,  executors,  administrators, successors and assigns as  and
from  all claims,  actions,  suits,  demands,  agreements,  liabilities  and
obligations  whatsoever existing from the beginning of time to the  date  of
this release.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )


                                                Form No.1016

                             MUTUAL RELEASE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being  hereby  acknowledged,   the  undersigned  mutually  and  reciprocally
release  and  discharge each other, and their respective  heirs,  executors,
administrators,  successors  and assigns as and from  all  claims,  actions,
suits,  demands, agreements, liabilities and obligations whatsoever from the
beginning of time to the date of this release.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )

                                                Form No.1017

                            SPECIFIC RELEASE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged,  the undersigned hereby releases,  discharges and
acquits *,  together with his heirs, executors,  administrators,  successors
and assigns  from any claim or liability arising from:

*


   Provided  that this release applies only to the foregoing,  and no  other
debt, obligation, agreement or liability by and between the parties,  which,
if existing, shall survive this release.


Dated this * day of *, 198  .


     IN WITNESS WHEREOF I have hereunto set my hand and seal on the day  and
year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )



                                                Form No.1018

                             MUTUAL RELEASE




   FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
being hereby acknowledged,  and in consideration of the payment by * to * of
the  sum  of  $*,  together with the sum of $*  in  respect  of  costs,  the
undersigned mutually and reciprocally release and discharge each other,  and
their respective heirs, executors, administrators, successors and assigns as
and from all claims, actions, suits,  demands,  agreements,  liabilities and
obligations  whatsoever  from  the beginning of time to  the  date  of  this
release,  and specifically with respect to the matters constituted in action
number * in the * Court of Ontario, and all appeals in respect thereof.


Dated this * day of *, 198.


     IN WITNESS WHEREOF we have hereunto set our hands and seals on the  day
and year first above written.

SIGNED, SEALED AND DELIVERED  )
in the presence of:           )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                              )
     ____________________     )         _________________________
     WITNESS                  )         *
                              )
                              )
                              )
                              )
                                   *


                                   Per:__________________________



                                                Form No.1019

                        F I N A L   R E L E A S E



     In  Consideration  of the payment or of the promise of payment  to  the
undersigned  of $*,  the undersigned hereby release and forever discharge  *
from any and all actions, causes of action, claims and demands, for demands,
loss  or injury,  howsoever arising,  which heretofore may have been or  may
hereafter be sustained by the undersigned in consequence of a motor  vehicle
accident occurring on or about the * day of *, l98*.

    And for the said consideration the undersigned further agree not to make
any  claim or take any proceedings against any other person  or  corporation
who  might  claim  contribution or indemnity under  the  provisions  of  the
Negligence  Act  and/or  any amendments to or successors  thereof  from  the
person or persons discharged by this release.

It  is understood and agreed that the said payment or promise of payment  is
deemed to be no admission whatever of liability on the part of the said *.


In Witness Whereof the undersigned has executed this release the * day of *,
198*.


____________________________             _________________________________
            Witness                        *



                                                Form No.1020
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