OFFER TO LEASE


OFFER TO LEASE




TO:

J.J. BARNICKE EDMONTON LTD.

SUITE 2380 10129 - 99 ST

EDMONTON, ALBERTA T5J 3H1




Central Precision Limited:

Care of  Delco Remy  America Inc. (hereinafter called "the Sub-Landlord") of the Former Engine Rebuiders space (hereinafter called “the Building”) described herein:




Resin Systems Inc. (hereinafter called “the Sub-Tenant”), having inspected the Building (and/or plans) located on a parcel of land legally described as Lot(s) 6, Block 3, Plan 4990H W and municipally known as 14650 - 112 Avenue, Edmonton, Alberta herby offers to Sub-Lease the floor area on the main comprising 29,900 square feet, more or less, (hereinafter called the "Demised Premises"), on the following terms and conditions:




Primary Sub-Lease Terms

The Sub-Lease term ("Term") " commence April 1, 2002 

and terminate the 31st day of October 2005.




Basic Rent:

The annual Basic Rent rate forgo Sub-Lease term shall 

be:




April 2, 1003 – May 31, 2004

$3.25 per square foot




April  1, 2004 - October 31, 2005

$3.75 per square foot




Upon full occupancy of all the Sub-Lease areas the Rent 




shall be payable in monthly installments due on or before 

the first day of each month of the Sub-Lease term.




Fixturing Period:

The Tenant shall receive occupancy of the Sub-Lease 

space to complete the improvements as indicated under 

"Sub-Tenant's Work: upon acceptance of this Offer to 

Sub-Lease.




Additional Rent:

The Tenant shall pay its proportionate 

share of all expenses incurred in operating the 




building based on the ratio of its Demised 

Premises in the total leasable aim of the Building. These 

expenses include but are not necessarily 

limited to the following:




a)  Property taxes

b)  Building insurance

c)  Building maintenance and repair 

d)  Building management and administration fines 




Presently these costs (excluding Utilities) are estimated 

at $.1.50 per square foot per annum for 2003, exclusive 

of G.S.T.




Structural Repairs:

The Tenant shall not be responsible, proportionately or 

otherwise for any Structural repairs during the Sub-Lease 

Term.




Early Occupancy:

Sub Tenant to have immediate occupancy upon 

acceptance of lease and to receive the first two months 

on a gross free rental basis (net rent plus operating costs) 

except for utilities




Sub-Lease Termination:

The Sub-Tenant shall have the right to terminate this Sub-Lease 

agreement at anytime during the Sub-Lease term with a six (6) month 

notice.




Parking and Loading:

The Tenant shall have the exclusive use of one half parking stalls and 

loading area’s to the east of the Sub-Leased area.




Use::

Manufacturing and assembly of Composites Power-poles




Tenant's Responsibility:

Tenant shall be responsible for:

a) Business access and licenses and tenant liability insurance

b) Telephone equipment installation and/or rental 

c) Natural gas, electricity and water

d) Janitorial services in demised premises

e) All leasehold improvements in the demised premises other 

than those listed under Landlord’s/Sub-Landlord’s 

Responsibility. All plans for leaseholds to be submitted to the 

Sub-Landlord for approval (approval not to be unreasonably 

withheld) prior to construction commencement.

f) Payment of all sales tax, goods and services tax, or any like 

tax imposed on the Landlord by any governmental authority on 

any rent payable by the Tenant.




Sub-Tenant’s Work::

The following work is to be  completed as per schedule "A" at the 

sole cost of the Sub-Tenant.




a) Remove existing walls and rooms within warehouse, including 

but not limited to demising walls and partial walls as 

indicated on Schedule “A”.

b) Convert Grade loading area at the south of building back to 

Dock

c) At termination of sub-lease the Sub-Tenant will restore building 

as currently composed




Sub-Landlord/

Landlord’s Work:

The following work is to be completed by the Sub-

Landlord/Landlord:




a) Power to the Sub-Lease am shall be no less than 600 

amps/208 Volts 3 phase and shall be separately metered.




First Right of Refusal:

The Tenant shall have first right of refusal on the remaining 

12,321 square feet located directly to the north of the Sub-Lease 

area and shall have first right of Refusal an the 12,298 square fee 

drive through area located to the west of the Sub-Lease area, if 

not already sub-leased to others




Assignment and Subletting:

The Tenant covenanents that it will not assign or sublet the demised 

premises without the prior written consent of the Sub-Landlord. This 

consent not to be unreasonably reasonably withheld.




Standard Sub-Lease

Agreement:

The Sub-Landlord, at its option and expense, shall prepare and 

present to the Sub-Tenant the Sub-Landlord's standard Sub-

Lease Agreement, complete with all of the terms contained in 

this OFFER, and with such amendments as are requested by the 

Sub-Tenant's solicitor and agreed to by the Landlord's solicitor, 

all parties acting reasonably. The Tenant shall forthwith execute 

and return to the Landlord the completed Lease Agreement 

within fourteen (14) days of when it is presented to the Tenant.




Real Estate Commission:

A real estate commission shall be payable to J.J.

Barnicke 

Edmonton Ltd. by the Sub-Landlord in the amount of five (5%) 

percent of the net rentals payable without deductions for free rent 

or other incentives over the term of the lease plus the applicable 

G.S.T. and shall be due and payable on the commencement date 

of the Lease Term.




Signage:

The Tenant shall have the right to place signage above the office 

area of the Sub-Leased Premises at their sole cost. The Sub-

Tenant shall provide the Landlord with their signage 

specifications and receive the Landlord's written approval prior 

to installation with such approval no to be unreasonably 

withheld.




Deposit:

Upon Commencement of Lease term the Tenant shall deliver a 

cheque for $15,329.97 (the "Deposit") payable to J.J. Barnicke 

Edmonton Ltd., to be deposited into a non-interest bearing Trust 

account upon receipt of this OFFER, and to be applied against 

the first and last months rentals accruing of the Sub-Lease term, 

including the applicable G.S.T. at 7%. These funds act as 

security for the due performance of the Sub-Tenant's obligations 

herein if this OFFER is accepted by the Landlord.




a) If this OFFER is not accepted within the time herein limited 

for Acceptance, the Deposit cheques will be returned to the 

Tenant.




b) If this OFFER is accepted by the Sub-Landlord and the

Sub-Tenant subsequently fails to perform according to the terms 

of this OFFER or fails to take possession of the demised 

premises through no fault of the Landlord then the entire Deposit 

shall be forfeited to J.J. Barnicke Edmonton Ltd. who will retain 

50% but not greater than the agreed commissions payable had 

the Sub-Lease been consummated and pay the balance of the 

forfeited proceeds to the Landlord; such forfeited Deposit shall 

not limit or preclude the Landlord's right of action for damages 

or breach of provisions herein.




Time shall be of essence in all matters relating to this OFFER.




Notification by facsimile transmission is acceptable.




DATED BY THE  SUB-TENANT at Edmonton, 2nd. Alberta as of March 2003.




Resin Systems Inc.




Per: /s/  Greg Pendura




DATED BY THE SUB-LANDLORD at Edmonton, Alberta as of this 12 day of March, 2003




Central Precision Limited:

Care of Delco Remy America Inc.




Per: /s/__________________________
















OFFER TO LEASE




TO:

J.J. BARNICKE EDMONTON LTD.

SUITE 2300, 10123 - 99 STREET, 

EDMONTON, ALBERTA T5J 3H1




Alger Management and Investments Limited. (hereinafter called "the Landlord") of the Former Engine Rebuilders space (hereinafter called "the Building") described herein:




Resin Systems Inc. (hereinafter called "the Tenant"), having inspected the Building (and/or plans) located on a parcel of land legally described as Lot(s) 6, Block 3, Plan 4990HW, and municipally known as 14650 - 112 Avenue, Edmonton, Alberta hereby OFFERS TO LEASE the floor area on the main floor comprising 29,900 square feet, more or less, along with the additional second floor office area of approximately 3,000 square feet (hereinafter called the "Demised Premises"), on the following terms and conditions:




Primary Lease Term:

The Lease term ("Term") shall commence November 1, 2005 

and terminate the 31st day of October 2010.




Basic Rent:

The annual Basic Rent rate for the Lease term shall be:




Years 1+2

$3.25 per square foot

Years 3+4

$3.50 per square foot

Year 5

$3.75 per square foot




Upon full occupancy of all the Lease areas the Rent shall be 

payable in monthly installments due on or before the first day of 

each month of the Lease term.




Additional Rent:

The Tenant shall pay its proportionate share of all expenses 

incurred in operating the building based on the ratio of its 

Demised Premises to the total leaseable area of the Building. 

These expenses include but are not necessarily limited to the 

following:




a) Property taxes.

b) Building insurance.

c) Building maintenance and repair.

d) Building management and administration fees




Presently these costs (excluding Utilities) are estimated at $1.50 

per square foot per annum for 2003, exclusive of G.S.T.




Structural Repairs:

The Tenant shall not be responsible, proportionately or otherwise 

for any Structural repairs during the Lease term.




Parking and Loading:

The Tenant shall have the exclusive use of all parking stalls and 

loading area's to the east of the Leased area.




Use:

Manufacturing and assembly of Composite Power Poles




Tenant's Responsibility:

The Tenant shall be responsible for:

a) Business taxes and licenses and tenant liability insurance. 

b) Telephone equipment installation and/or rental.

c) Natural gas, electricity and water.

d) Janitorial services in demised premises.

e) All leasehold improvements in the demised premises other 

than those listed under Landlord's/Sub-Landlord's 

Responsibility. All plans for leaseholds to be submitted to the 

Landlord for approval (approval not to be unreasonably 

withheld) prior to construction commencement.

e) Payment of all sales tax, goods and services tax, or any like 

tax imposed on the Landlord by any governmental authority on 

any rent payable by the Tenant.




Tenant's Work:

The Tenant shall receive a leasehold improvement allowance of 

$50,000. In the event the full improvement allowance is not used 

to improve the lease space. The remaining amount shall be 

applied to the net rent.




First Right of Refusal:

The Tenant shall have first right of refusal on the remaining 

12,321 square feet located directly to the north of the Sub-Lease 

area and shall have first right of Refusal on the 12,298 square 

feet drive through area located to the west of the Sub-Lease area.




Assignment and Subletting.

The Tenant covenants that it will not assign or sublet the 

demised premises without the prior written consent of the 

Landlord. This consent not to be unreasonably withheld.




Standard Lease

Agreement:

The Landlord, at its option and expense, shall prepare and 

present to the Tenant the Landlord's standard Lease Agreement

complete with all of the terms contained in this OFFER, and with 

such amendments as are requested by the Tenant's solicitor and 

agreed to by the Landlord's solicitor, all parties acting 

reasonably. The Tenant shall forthwith execute and return to the

Landlord the completed Lease Agreement within fourteen (14) 

days of when it is presented to the Tenant.




Real Estate Commission:

A real estate commission shall be payable to J.J.

Barnicke 

Edmonton Ltd. by the Landlord in the amount of five (5%) 

percent of the net rentals payable without deductions for free rent 

or other incentives over the term of the lease plus the applicable 

G.S.T. and shall be due and payable on the commencement date 

of the Lease Term.




Signage:

The Tenant shall have the right to place signage above the office 

area of the Leased Premises at their sole cost. The Tenant shall 

provide the Landlord with their signage specifications and 

receive the Landlord's written approval prior to installation with 

such approval no to be unreasonably withheld.




Deposit:

Upon Commencement of Lease term the Tenant shall deliver a 

cheque for $18,622.58 (the "Deposit") payable to J.J. Barnicke 

Edmonton Ltd., to be deposited into a non-interest bearing Trust 

account upon receipt of this OFFER, and to be applied against 

the first and last months rentals accruing of the Lease term, 

including the applicable G.S.T. at 7%. These funds act as 

security for the due performance of the Tenant's obligations 

herein if this OFFER is accepted by the Landlord.




b) If this OFFER is accepted by the Landlord and the Tenant 

subsequently fails to perform according to the terms of this 

 to take possession of the demised premises through no fault of 

the Landlord then the entire Deposit shall be forfeited to J.J. 

Barnicke Edmonton Ltd. who will retain 50% but not greater 

than the agreed commissions payable had the Lease been 

consummated and pay the balance of the forfeited proceeds to 

the Landlord; such forfeited Deposit shall not limit or preclude 

the Landlord's right of action for damages or breach of 

provisions herein.




Time shall be of the essence in all matters relating to this OFFER 




Notification by facsimile transmission is acceptable.




DATED BY THE TENANT at Edmonton, Alberta as of this 7 day of January, 2003. 




Resin Systems Inc.




Per: /s/ Greg Pendura







DATED BY THE LANDLORD at Edmonton, Alberta as of this

_______day of January, 2003. -

Alger Management and Investments Limited.




Per: /s/ __________________________













January 6, 2003










Ellen Campbell

N.G. Campbell Holdings Ltd. 

Box 138

Bowen Island, BC 

VON I GO







Subject:

FIRST RIGHT OF REFUSAL




Dear Ellen:




This Letter is to inform you that Resin Systems Inc. hereby decline their first right of refusal on the adjacent space at this time. Should the space become available again for Lease during our tenancy at 14604 - 115A Avenue, we would like to continue our first right of refusal to lease the adjacent bay.




Sincerely,















OFFER TO LEASE







TO:

J.J. BARNICKE EDMONTON LTD. 

SUITE 2300,10123 - 99 STREET, 

EDMONTON, ALBERTA TSJ 3111







Central Precision Limited:

Care of Delco Remy America, Inc. (hereinafter called "the Sub-Landlord") of the Former Engine Rebuilders space (hereinafter called "the Building") described herein:




Resin Systems Inc. (hereinafter called "the Sub-Tenant"), having inspected the Building (and/or plans) located on a parcel of land legally described as Lot(s) 6, Block 3, Plan 4990HW, and municipally known as 14650 - 112 Avenue, Edmonton, Alberta hereby OFFERS TO SUB-LEASE the floor area on the main floor comprising 29,900 square feet, more or less, (hereinafter called the "Demised Premises"), on the following terms and conditions:




Primary Sub-Lease Term:

The Sub-Lease term ("Term") shall commence April 1, 2002 and 

terminate the 31d day of October 2005.

Basic Rent:

The annual Basic Rent rate for the Sub-Lease term shall be:




April 1, 2003 - May 31, 2004

$2.75 per square foot

April 1, 2004 - October 31, 2005

$3.00 per square foot




Upon full occupancy of all the Sub-Lease areas the Rent shall be 




payable in monthly installments due on or before the first day of 

each month of the Sub-Lease term.




Fixturing Period:

The Tenant shall receive occupancy of the Sub-Lease space to 

complete the improvements as indicated under "Sub-Tenant's 

Work" upon acceptance of this Offer to Sub-Lease.




Additional Rent:

The Tenant shall pay its proportionate share of all expenses 

incurred in operating the building based on the ratio of its 

Demised Premises to the total leaseable area of the Building. 

These expenses include but are not necessarily limited to the 

following:




a) Property taxes.

b) Building insurance.

c) Building maintenance and repair.

d) Building management and administration fees




Presently these costs (excluding Utilities) are estimated at $1.50 

per square foot per annum for 2003, exclusive of G.S.T.

Structural Repairs:

The Tenant shall not be responsible, proportionately or otherwise 

for any Structural repairs during the Sub-Lease term.




Sub-Lease Termination:

The Sub-Tenant shall have the right to terminate this Sub-Lease 

agreement at anytime during the Sub-Lease term with a six (6) 

month notice.

Parking and Loading:

The Tenant shall have the exclusive use of all parking stalls and 

loading area's to the east of the Sub-Leased area.




Use:

Manufacturing and assembly of Composite Power poles




Tenant's Responsibility:

The Tenant shall be responsible for:

a) Business taxes and licenses and tenant liability insurance. b) 

b) Telephone equipment installation and/or rental.

c) Natural gas, electricity and water.

d) Janitorial services in demised premises.

e) All leasehold improvements in the demised premises other 

than those listed under Landlord's/Sub-Landlord's 

Responsibility. All plans for leaseholds to be submitted to the 

Sub-Landlord for approval (approval not to be unreasonably 

withheld) prior to construction commencement.

e) Payment of all sales tax, goods and services tax, or any like 

tax imposed on the Landlord by any governmental authority on 

any rent payable by the Tenant.




Sub-Tenant's Work:

The following work is to be completed as per schedule "A" at the 

sole cost of the Sub-Tenant:




a) Remove existing walls and rooms within warehouse, 

including but not limited to demising walls and partial walls as 

indicated on Schedule "A".

b) Convert Grade loading area at the south of building back to 

Dock.




Sub-Landlord /

Landlord's Work:

The following work is to be completed by the Sub-Landlord / 

Landlord:




a) Power to the Sub-Lease area shall be no less than 600 amps/ 

208 Volts 3 phase and shall be separately metered.




First Right of Refusal:

The Tenant shall have first right of refusal on the remaining 

12,321 square feet located directly to the north of the Sub-Lease 

area and shall have first right of Refusal on the 12,298 square 

feet drive through area located to the west of the Sub-Lease area.




Assignment and Subletting:

The Tenant covenants that it will not assign or sublet the 

demised premises without the prior written consent of the Sub-

Landlord. This consent not to be unreasonably withheld.




Standard Sub-Lease

Agreement:

The Sub-Landlord, at its option and expense, shall prepare and 

present to the Sub-Tenant the Sub-Landlord's standard Sub-

Lease Agreement, complete with all of the terms contained in 

this OFFER, and with such amendments as are requested by the 

Sub-Tenant's solicitor and agreed to by the Landlord's solicitor, 

all parties acting reasonably. The Tenant shall forthwith execute 

and return to the Landlord the completed Sub-Lease Agreement 

within fourteen (14) days of when it is presented to the Tenant.




Real Estate Commission:

A real estate commission shall be payable to J.J. Barnicke 

Edmonton Ltd. by the Sub-landlord in the amount of five (5%) 

percent of the net rentals payable without deductions for free rent 

or other incentives over the term of the lease plus the applicable 

G.S.T. and shall be due and payable on the commencement date 

of the Sub­Lease Term.




Signage:

The Sub-Tenant shall have the right to place signage above the 

office area of the Sub-Leased Premises at their sole cost. The 

Sub­Tenant shall provide the Landlord with their signage 




specifications and receive the Landlord's written approval prior 

to installation with such approval no to be unreasonably 

withheld.




Deposit:

Upon acceptance of this offer the Tenant shall deliver a cheque 

for $15,329.97 (the "Deposit") payable to J.J. Barnicke 

Edmonton Ltd., to be deposited into a non-interest bearing Trust 

account upon receipt of this OFFER, and to be applied against 

the first and last months rentals accruing of the Sub-Lease term, 

including the applicable G.S.T. at 7%. These funds act as 

security for the due performance of the Sub-Tenant's obligations 

herein if this OFFER is accepted by the Landlord.




a) If this OFFER is not accepted within the time herein limited 

for Acceptance, the Deposit cheque will be returned to the 

Tenant.




b) If this OFFER is accepted by the Sub-Landlord and the Sub­

Tenant subsequently fails to perform according to the terms of 

this OFFER or fails to take possession of the demised premises 

through no fault of the Landlord then the entire Deposit shall be 

forfeited to J.J. Barnicke Edmonton Ltd. who will retain 50% but 

not greater than the agreed commissions payable had the Sub-

Lease been consummated and pay the balance of the forfeited 

proceeds to the Landlord; such forfeited Deposit shall not limit 

or preclude the Landlord's right of action for damages or breach 

of provisions herein.




Time shall be of the essence in all matters relating to this OFFER. 




Notification by facsimile transmission is acceptable.




DATED BY THE SUB-TENANT at Edmonton, Alberta as of this 7 day of January, 2003.




Resin Systems Inc.

Per:



DATED BY THE SUB-LANDLORD at Edmonton, Alberta as of this ______ day of January, 2003.

Central Precision Limited:

Care of Delco Remy America, Inc.




Per: /s/ _____________________