Sublease




 

SUBLEASE


 

THIS
SUBLEASE dated for reference April
1, 2004

 

BETWEEN:

 

David
Higano a person residing in the province of British Columbia and having an
office at Suite 210D, 8351 Alexandra Rd. Richmond BC V6X 3P3

 

(the
“Sublandlord”)

 

AND:

 

Northern
Star Distributors Ltd., a
corporation duly incorporated under the laws of the province of British Columbia
and having an office at Suite 1107-11871 Horseshoe Way, Richmond, BC V7A
5H5

 

(the
“Subtenant”)

 

WHEREAS:

 

A.  By a
lease made as of Feb 1, 2004 (collectively, the “Head Lease leased to the
Sublandlord upon and subject to the terms of the Head Lease, certain premises
located on the 2nd floor in
the building municipally known as 8351
Alexandra Rd. Richmond BC V6X 3P3 (the
“Building”), which premises (the “Leased Premises”) are more particularly
described in the Head Lease.

 

B.  The
Sublandlord and the Subtenant have agreed to enter into this Sublease on the
terms hereinafter set forth.

 

NOW
THEREFORE in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by each of
the parties, the parties agree as follows:

 


	(1)  	
      Capitalized
      Terms




 

Capitalized
terms used in this Sublease will have the meanings ascribed to them in the Head
Lease unless otherwise defined herein.

 


	(2)  	
      Grant
      Of Sublease.




 

Subject
to the consent of the Head Landlord, the Sublandlord subleases the Leased
Premises (referred to as the “Sublet Premises” in this Sublease) from the
Sublandlord for the balance of the Term, less one day (the “Sublease
Term”).

 


	(3)  	
      Basic
      Rent and Additional Rent




 

The
Subtenant covenants to pay as basic rent (“Sublease Basic Rent”) for the whole
period of the Sublease Term commencing on April
1, 2004 and
ending on March 31, 2005 the sum of $6,000 per annum, in equal monthly
instalments payable in advance on the first day of each and every month. The
Subtenant covenants to pay all Additional Rent when due under the Head Lease.
The Sublease Basic Rent and Additional Rent will be referred to collectively as
“Rent”.

 

 







Sublease -1 -
Exhibit












 

 


	(4)  	
      Net
      Rent




 

Rent
payable under this Sublease will be net and care free to the Sublandlord, and
will be payable without deduction or set-off by the Subtenant throughout the
Sublease Term. All costs incurred by the Sublandlord in collecting any amounts
payable hereunder or enforcing any right or obligation of the Subtenant under
this Sublease will be payable by the Subtenant on demand and will be deemed to
be Rent for all purposes from the date demand therefor is made. In addition to
Rent hereunder, the Subtenant will remit to the Sublandlord any goods and
services tax or other tax or imposition collectible by the Sublandlord for the
use of the Sublet Premises by the Subtenant or goods or services provided to the
Subtenant, and the Sublandlord will be entitled to exercise all remedies in
respect of any failure by the Subtenant to pay such amounts as if they were Rent
in arrears. From the date any Rent or other amounts payable under this Sublease
are due until they are actually paid, they will bear interest at the rate of
[percentage] % per
annum.

 


	(5)  	
      Subtenant’s
      Covenants.




 

The
Subtenant acknowledges having received and read a copy of the Head Lease and
covenants and agrees with the Sublandlord:

 


	(a)  	
      to
      perform all of the obligations of the Tenant under the Head
      Lease.




 


	(b)  	
      to
      abide by any rules and regulations governing the use of the Premises and
      the Building appended to the Head Lease, as the same may be amended from
      time to time;




 


	(c)  	
      to
      pay Rent and perform all of the obligations of the Subtenant under this
      Sublease;




 


	(d)  	
      not
      to do or omit to do any act in or around the Sublet Premises which would
      cause a breach of the Sublandlord’s obligations as Tenant under the Head
      Lease;




 


	(e)  	
      to
      promptly pay when due to the authorities having jurisdiction all Taxes
      (whether imposed upon the Subtenant or otherwise) attributable to the
      personal property, trade fixtures, business, income, or occupancy of the
      Subtenant or any other occupant of the Sublet Premises and to any
      leasehold improvements or fixtures within the Sublet Premises, and to the
      use by the Subtenant or its officers, employees, and invitees of any of
      the Common Facilities; and




 


	(f)  	
      to
      indemnify and save harmless the Sublandlord against and from any and all
      expenses, costs, damages, suits, actions, or liabilities arising or
      growing out of the failure of the Subtenant to perform any of its
      obligations hereunder and from all claims and demands of every kind and
      nature made by any person or persons to or against the Sublandlord for all
      and every manner of costs, damages, or expenses incurred by or injury or
      damage to such person or persons or his, her, or their property, to the
      extent such claims or demands arise out of the use and occupation of the
      Sublet Premises by the Subtenant or its officers, employees, or any other
      person authorized or permitted by the Subtenant to be on the Sublet
      Premises or in or about the Building or any of the above-mentioned, and
      from all costs, counsel fees, expenses, and liabilities incurred by reason
      of any such claim or any action or proceeding brought
    thereon.




 


	(6)  	
      Subtenant’s
      Breach




 

If the
Subtenant fails to perform any of its obligations herein, the Sublandlord will
have all of the remedies against the Subtenant which the Head Landlord has under
the Head Lease for a breach thereof, whether expressly set out in the Head Lease
or arising in law or equity.

 

 







Sublease -2 -
Exhibit












 

 


	(7)  	
      Sublandlord’s
      Covenants




 

Subject
to the Head Landlord first consenting to this Sublease and the due performance
by the Subtenant of its obligations herein, the Sublandlord covenants and agrees
with the Subtenant:

 


	(a)  	
      for
      quiet enjoyment of the Sublet Premises;




 


	(b)  	
      to
      enforce against the Head Landlord for the benefit of the Subtenant the
      obligations of the Head Landlord under the Head Lease which materially
      affect the Sublet Premises;




 


	(c)  	
      to
      perform all of the obligations of the Sublandlord under this Sublease;
      and




 


	(d)  	
      to
      perform all of the obligations of the Sublandlord under the Head Lease
      which materially affect the Sublet Premises, including without limitation
      the payment of Rent pursuant to the Head
Lease.




 


	(8)  	
      Use




 

The
Sublet Premises will be used by the Subtenant solely for the purpose of
corporate offices
and for no other purpose.

 


	(9)  	
      Insurance




 

The
Subtenant will take out and maintain throughout the Sublease Term insurance with
respect to the Sublet Premises providing for the coverages and upon the terms
required in the Head Lease to be maintained by the Sublandlord. The Sublandlord
and the Head Landlord will be shown as named insureds on all liability policies,
with a cross liability and severability of interest endorsement, and each
property insurance policy will contain a waiver of subrogation with respect to
the Head Landlord and the Sublandlord. The Subtenant releases the Sublandlord
from any claim the Subtenant may have which is or would be insured against by
the insurance policies which the Subtenant is required to maintain by this
Sublease.

 


	(10)  	
      Assigning
      or Subletting by the Subtenant




 

The
Subtenant agrees that with respect to any assigning or subletting by it, the
provisions of the Head Lease apply with the following amendments
thereto:

 


	(a)  	
      each
      reference to the Landlord, the Tenant, the Lease and the Leased Premises
      will become, respectively, the Sublandlord, the Subtenant, the Sublease
      and the Sublet Premises;




 


	(b)  	
      any
      references to a period of days will be extended by 30
      days; and




 


	(c)  	
      the
      Sublandlord will have the additional right to withhold and/or delay its
      consent if it has not received the prior written consent of the Head
      Landlord.




 


	(11)  	
      Exercise
      of Rights




 

The
determination of any state of facts, promulgation of any rules or regulations,
or the taking of any other action or exercise of any other rights under the Head
Lease which is permitted to the Head Landlord will, upon written notice to the
Subtenant of such action or exercise, be binding upon the Subtenant and the
Sublet Premises.

 


	(12)  	
      Paramountcy
      of Head Lease




 

The
Subtenant acknowledges and agrees that it has no greater interest in the Sublet
Premises than the Sublandlord under the Head Lease. To the extent that any right
or benefit conferred by this Sublease contravenes or is incompatible with the
Head Lease, such right or benefit will be amended or modified so as not to
contravene or be incompatible with the Head Lease.

 

 







Sublease -3 -
Exhibit












 

 


	(13)  	
      Notices




 

All
notices, consents, and approvals permitted or required to be given hereunder
will be in writing and will be delivered to the Sublandlord or the Subtenant as
the case may be as follows:

 


	(a)  	
      to
      the Sublandlord at 8351
      Alexandra Rd. Richmond BC V6X 3P3




 

Attention:
David Higano;

 


	(b)  	
      to
      the Subtenant at the Sublet Premises




 

Attention:
Zuber Jamal

 

Any
notice so made will be deemed to have been given and received on the date of
delivery on a business day to an adult person on the premises specified above
and if no adult person is present, by posting the notice prominently at the
entrance of the premises specified.

 


	(14)  	
      Successors
      and Assigns




 

Except as
otherwise provided herein, all of the rights and obligations of a party enure to
the benefit of and are binding upon the successors and assigns of that
party.

 


	(15)  	
      Further
      Assurances




 

Each
party agrees to execute such further assurances as may be reasonably required
from time to time by any other party to more fully effect the true intent of
this Sublease.

 


	(16)  	
      Directory
      Boards




 

Subject
to the Head Landlord’s consent and pursuant to the terms of the Head Lease,
where applicable, the Subtenant will have the right to include the name of its
firm on the Building directory board, in the main Building lobby, and on the
2nd floor of
the Building at the Sublandlord’s expense.

 


	(17)  	
      Entire
      Agreement and “As Is”




 

This
Sublease merges and supersedes all prior negotiations, representations, and
agreements between the parties relating in any way to the Sublet Premises. The
parties agree that there are no representations, covenants, agreements,
warranties, or conditions in any way relating to the subject matter of this
Sublease or the occupation or use of the Sublet Premises, whether express or
implied, or otherwise, except as set forth in this Sublease.

 


	(18)  	
      Waiver




 

No waiver
by the Sublandlord of a condition or the performance of an obligation of the
Subtenant hereunder binds the Sublandlord unless in writing and executed by it,
and no waiver given by the Sublandlord will constitute a waiver of any other
condition or performance by the Subtenant of its obligations hereunder in any
other case.

 


	(19)  	
      Sublease
      Execution and Head Landlord’s Consent
Required




 

This
Sublease and all subsequent amendments thereto are only binding on the
Sublandlord and the Subtenant respectively, if in writing and executed by
authorized signatories for the Sublandlord and the Subtenant and if executed
copies thereof have been delivered to each party. It is a condition precedent to
this Sublease and all obligations of the Sublandlord and Subtenant hereunder
that the Head Landlord consents to this Sublease. The parties agree to use their
commercially reasonable best efforts to obtain the consent of the Head Landlord
to this Sublease, and to provide all such information and assurances (other than
third-party guarantees or covenants or additional security) as the Head Landlord
may reasonably require in this regard.

 

 







Sublease -4 -
Exhibit












 

 


	(20)  	
      Governing
      Law




 

This
Sublease will be governed in accordance with laws applicable in the province of
British Columbia, and the parties irrevocably attorn to the non-exclusive
jurisdiction of the courts of British Columbia.

 

IN
WITNESS WHEREOF the parties have duly executed this Sublease as of the date set
out above.

 

[if a
party is an individual:]


	
       

      SIGNED,
      SEALED & DELIVERED 

       

      by
      [name]
      in
      the presence of:

       

      __________________________________________________________________

      Signature
      of Witness

       

      Name:_____________________________________________________________
       

       

      Address:__________________________________________________________

       

      

       

      Occupation:________________________________________________________
	
       

      )

      )

      )

      )

      ) /s/
      David Higano

      ) [name]

      )

      )

      )

      )

      )

      )

      )

      )




 

[if a
party is a corporation:]

 

The
Corporate Seal of Northern Star Distributors Ltd. has been affixed to this
document in the presence of:

 

/s/
Zuber Jamal      

 

Authorized
Signatory                    C/S

 




 



 

Authorized
Signatory

 

The
consent to sublease should include the following schedule:

 

 







Sublease -5 -
Exhibit