Exhibit 10.4


     

    

       

      SUBLEASE
        

       

      THIS
        SUBLEASE dated for reference April
        1, 2005

       

      BETWEEN:

       

      Asset
        Logics Inc, a corporation with an address in the province of British Columbia
        and having an office at Suite 1000, 885 Dunsmuir St,V6C 1N5, Vancouver, BC
        V6H
        1B5

       

      (the
        “Sublandlord”)

       

      AND:

       

      CTT
        Distributors Inc..,
        a
        corporation duly incorporated under the laws of the province of British Columbia
        and having an office at Suite
        1000, 885 Dunsmuir Street, Vancouver, British Columbia, V6C
        1N5

       

      (the
        “Subtenant”)

       

      WHEREAS:

       

      A.  By
        a
        lease made as of May 18th, 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 Suite
        1000, 885 Dunsmuir Street, Vancouver, British Columbia, V6C 1N5
        (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, 2005
        and
        ending on April 1, 2006 the sum of $12,000 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 Agr

          
            

          

        

        
          
          

        

      

       

      
        	(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 Agr

          
            

          

        

        
          
          

        

      

       

      
        	(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 Agr

          
            

          

        

        
          
          

        

      

       

      
        	(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 Suite
                  1000, 885 Dunsmuir St,V6C 1N5, Vancouver, BC V6H
                  1B5

              


      

       

      Attention:
        Peter Schriber;

       

      
        	(b)  	
                to
                  the Subtenant at the Sublet
                  Premises

              


      

       

      Attention:
        Amit Sankala

       

      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 Agr

          
            

          

        

        
          
          

        

      

      


       

      
        	(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:___________________________________

              	
                 

                )

                )

                )

                )

                ) 

                ) [name]

                )

                )

                )

                )

                )

                )

                )

                )

              


      

       

      [if
        a
        party is a corporation:]

       

      The
        Corporate Seal of [name]
        has been
        affixed to this document in the presence of:

       

      /s/
        Authorized Signatory   

       

      Authorized
        Signatory        C/S

       

      


       

      /s/
        Authorized Signatory   

       

      Authorized
        Signatory

       

      The
        consent to sublease should include the following schedule:

       

    

     

    
      
        
        

      

      
        Sublease
          5 Agr