Unassociated Document


    EXHIBIT
      10.6

    
 

    THIS
      AGREEMENT MADE AS OF THE 27th 
      DAY OF
SEPTEMBER,
      2000

    


    BETWEEN:

    


    
      	 	 	
              SUNSHINE
                COAST HOLDINGS LTD.,
                a
                company duly incorporated under the laws of the Province of British
                Columbia, and having its registered office at 300 - 1676 Martin Drive
                in
                the City of Surrey, in the Province of British
                Columbia;

            


    

    


    (hereinafter
      called the "Landlord")

    


    OF
      THE
      FIRST PART

    


    AND:

    
      	 	 	
              FORTUNE
                OIL AND GAS INC.,

            


    

    
      	 	 	
              #305
                - 1656 MARTIN DRIVE,

            


    

    
      	 	 	
              SURREY,
                B.C. V4A 6E7

            


    

    


    (hereinafter
      called the "Tenant and/or Guarantor")

    


    OF
      THE
      SECOND PART

    


    WHEREAS:

     

    
      A. 
 The
        Landlord is the registered owner of the certain parcel or tract of land and
        premises situate, lying and being in the City of Surrey, Province of British
        Columbia, and known and described as:

    

    


    
      	 	 	
              Lot
                3 of the South East Quarter of Section 15, Township 1, Plan 56401,
                except
                part subdivided by Plan 60277, New Westminster
                District

            


    

    


    (hereinafter
      called the "Land")

    


    upon
      which is situate a building municipally known as 1656 Martin Drive and is the
      subject of this document.

    


    (hereinafter
      called the "Building")

    


    B.  
The
      Landlord and the Tenant are desirous of entering into a lease of that portion
      of
      the Building outlined in red on Schedule "A" attached hereto:

    


    (hereinafter
      called the "Demised Premise")

    


    NOW
      THEREFORE WITNESSETH THIS AGREEMENT that in consideration of the mutual
      covenants, agreements, representations, and warranties and of the consideration
      hereinafter contained, the parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2

     

    ARTICLE
      1 DEFINITIONS

    


    1.01  The
      terms
      defined in this Article shall for all purposes of this Lease or other
      instruments supplemental hereto, have the meanings herein specified, unless
      the
      context expressly or by necessary implication otherwise requires:

    


    
      
        	 	
                (a)

              	
                "Basic
                  Rent" as of any particular time shall mean the net monthly basic
                  rental
                  provided for in this Lease at the rate of $2,200.00
                  per month during the term of this Lease;

              
	 	 	 
	 	
                (b)

              	
                "Building
                  Equipment" shall mean all machinery, plumbing, wiring, heating,
                  air
                  conditioning and lighting and other equipment, if any, other than
                  Tenant's
                  Equipment which is an integral part of the Building;

              
	 	 	 
	 	
                (c)

              	
                "Demised
                  Premise" shall mean all that portion of the Building which is leased
                  or
                  intended to be leased by the Landlord to the Tenant by this Lease,
                  including any additions and improvements to the Building herein
                  provided;

              
	 	 	 
	 	
                (d)

              	
                "Lease"
                  shall mean this instrument as originally executed and delivered,
                  or, if
                  amended or supplemented or renewed, as so amended or supplemented
                  or
                  renewed;

              
	 	 	 
	 	
                (e)

              	
                "Tenant's
                  Equipment" shall mean all personal property, fixtures, apparatus,
                  machinery and equipment other than Building Equipment owned by
                  the Tenant
                  and used or intended for use in connection with the operation of
                  the
                  business of the Tenant and whether installed prior to the commencement
                  of
                  the term of the Lease or at any time and from time to time during
                  the said
                  term;

              
	 	 	 
	 	
                (f)

              	
                "Tenant's
                  Proportionate Share" shall mean the fraction (expressed as a percentage)
                  the numerator of which is the Rentable Area of the Demised Premise
                  and the
                  denominator of which is the Total Rentable Area;

              
	 	 	 
	 	
                (g)

              	
                "Realty
                  Taxes" shall mean all real property taxes, assessments, rates,
                  charges and
                  other governmental impositions general or special, ordinary or
                  extraordinary, foreseen or unforseen of every kind, including assessments
                  for local or public improvements and school taxes which may at
                  any time
                  during the term imposed, assessed or levied in respect of the Land,
                  building or Demised Premise, and all fixtures and improvements
                  from time
                  to time thereon;

              
	 	 	 
	 	
                (h)

              	
                "Structural
                  Repairs" shall mean repairs to the foundations, supports, beams,
                  exterior
                  roof, gutters, and bearing walls of the Building. In the event
                  of any
                  dispute arising between the parties as to the definitions of Structural
                  Repairs, then the matter shall be resolved by a duly qualified
                  Civil
                  Engineer named by the Landlord and the decision of such Civil Engineer
                  shall be binding upon the parties
                  thereto;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        3

         

        
          	 	
                  (i)

                	
                  "Rentable
                    Area" shall include all area occupied and shall be computed by
                    measuring
                    from the exterior surface of the outer Building walls to the
                    exterior
                    surface of corridor walls or other permanent partitions and to
                    the centre
                    of partitions which separate the area occupied by adjoining Rentable
                    Areas
                    without deduction for columns and projections necessary to the
                    Building,
                    and shall include an area equal to the Tenant's Proportionate
                    Share of the
                    sum of the areas of the building corridors, Janitor rooms, electrical
                    and
                    mechanical rooms, lobby, public washrooms and the like areas
                    excepting
                    only any major vertical penetrations of the first
                    floor.

                
	 	 	 
	 	
                  (j)

                	
                  "Total
                    Rentable Area" shall mean the total rentable area of the building
                    whether
                    rented or not, computed by measuring to the exterior surface
                    to the
                    permanent outer building walls, excluding any major penetrations
                    of the
                    floor. The underground parking is excluded but the parking lobby
                    is
                    included.

                


        

      

    

     

    ARTICLE
      2 GRANT OF LEASE

    


    2.01  The
      Landlord demises and leases unto the Tenant and the Tenant hereby takes and
      rents the Demised Premise.

    
ARTICLE
      3 TERM OF LEASE

    


    3.01  The
      Tenant shall have and hold the Demised Premise for and during the term of
three
      (3)
      years
      and six
      (6)
      months
      commencing on the 1st
      day of
October,
      2000.

    


    ARTICLE
      4 RENT

    
      4.01  The
        Tenant shall pay during the term of this Lease the sum of Ninety Two Thousand
        Four Hundred ($92,400.00) DOLLARS payable monthly in advance on the first
        day of
        each and every month in consecutive monthly instalments equal to the Basic
        Rent,
        the first such monthly instalments or a pro-rated portion thereof in the
        event
        this Lease is executed other than on the first day of a month shall be paid
        on
        and delivered to the Landlord by the first day of each and every month during
        the term hereby demised.

      


      4.02  The
        aforesaid Rentable Area is calculated on the basis of the area of the Demised
        Premise being 1,760
        square
        feet at the rate of $15.00
        for each
        square foot of rentable area.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4

       

      4.03  The
        rent
        reserved hereunder shall be paid in Canadian funds to the Landlord at #310
        -
        1676 Martin Drive, Surrey, British Columbia, unless another place of payment
        is
        designated by the Landlord, and the Tenant duly notified thereof in writing.
        Remittances for rent, if mailed, shall be sent to the attention of such person
        as the Landlord may from time to time designate in writing for the
        Tenant.

    

     

    4.04  The
      Lease
      shall be a net Lease and the rental provided to be paid by the Landlord
      hereunder shall be net to the Landlord, and shall yield to the Landlord the
      entire such rental during the full term of this Lease without abatement,
      deduction or set-off of any nature whatsoever and all costs, expenses, rates,
      taxes, charges and obligations of every kind and nature whatsoever relating
      to
      the Demised Premise, whether or not herein referred to and whether or not of
      a
      kind known existing or within the contemplation of the parties hereto, shall
      be
      paid by the Tenant, excepting only any income tax or taxes other than business
      tax imposed or levied by an authority whatever on the income received by the
      Landlord from the Demised Premise.

    


    4.05  Any
      money
      payable to the Tenant to the Landlord in addition to the rent referred to in
      Article 4.01 shall be deemed to be rent. All monies payable by the Tenant to
      the
      Landlord pursuant to the Lease shall bear interest at the rate of two percent
      (2%) per month from the date of default.

    


    ARTICLE
      5 PAYMENT OF ADDITIONAL RENT

    


    5.01  The
      Tenant shall pay the following as additional rent to the Landlord in each year
      of the term hereby created within thirty (30) days after demand:

    


    
      
        	 	
                (a)

              	
                the
                  Tenant's Proportionate Tax Share of Property Taxes;

              
	 	
                 

              	 	 
	 	
                (b)

              	
                all
                  taxes levied by a provincial, municipal or school authority in
                  respect to
                  the Land and Building as shall be attributable to the assessment
                  for any
                  purpose of all things erected or placed in, upon or under or fixed
                  to the
                  Demised Premise by or with the consent or permission of the Tenant
                  during
                  the term of the Lease, including all fixtures, machines, equipment
                  and
                  other things of any nature or description not the property of the
                  Landlord
                  or which may be lawfully removed by the Tenant;

              
	 	 	 	 
	 	
                (c)

              	
                the
                  Tenant's Proportionate Share in all actual operating and expenses
                  of the
                  Landlord, Building and Demised Premises, which operating costs
                  and
                  expenses shall be deemed to include any and all expenses properly
                  chargeable against income incurred by the Landlord in connection
                  with the
                  operation, maintenance or repair of the Land, Building and Demised
                  Premises and by way of example and without limiting the generality
                  of the
                  foregoing, shall include the cost of the
                  following:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5

       

      
        
          	 	 	
                  (i)

                	
                  fuel
                    used for heating, ventilating and air conditioning purposes and
                    all
                    electricity used throughout the Building;

                
	 	 	 	 
	 	 	
                  (ii)

                	
                  water
                    and sewer charges;

                
	 	 	 	 
	 	 	
                  (iii)

                	
                  all
                    labour, wages, including employees' benefits and Workmen's Compensation,
                    and other payments made to janitors, caretakers, supervisory
                    personnel and
                    other employees of the Landlord involved in the care, security,
                    maintenance, cleaning or operation of the Building and Land and
                    the total
                    charges of any independent service contractor employed in the
                    care,
                    security, maintenance, cleaning or operation of the Building
                    and
                    Land;

                
	 	 	 	 
	 	 	
                  (iv)

                	
                  all
                    supplies, including those supplies the necessity of which is
                    occasioned by
                    ever day wear and tear;

                
	 	 	 	 
	 	 	
                  (v)

                	
                  gardening
                    and landscaping, maintenance of parking areas and driveways,
                    the removal
                    of snow and garbage removal and scavenging charges;

                
	 	 	 	 
	 	 	
                  (vi)

                	
                  insurance
                    obtained pursuant to Article 7.01 of this Lease;

                
	 	 	 	 
	 	 	
                  (vii)

                	
                  rental
                    of equipment and signs;

                
	 	 	 	 
	 	 	
                  (viii)

                	
                  any
                    management fees paid by the Landlord;

                
	 	 	 	 
	 	 	
                  but
                    shall not include:

                
	 	 	 	 
	 	 	
                  (ix)

                	
                  depreciation;

                
	 	 	 	 
	 	 	
                  (x)

                	
                  cost
                    of altering and redecorating vacated premises;

                
	 	 	 	 
	 	 	
                  (xi)

                	
                  all
                    major repairs incurred for the purpose of maintaining the Building's
                    resale value;

                
	 	 	 	 
	 	 	
                  (xii)

                	
                  general
                    administration expenses;

                
	 	 	 	 
	 	 	
                  (xiii)

                	
                  all
                    finance charges;

                
	 	 	 	 
	 	 	
                  (xiv)

                	
                  maintenance
                    and operating costs of the display sign on the perimeter of the
                    second
                    floor of the Building.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        6 

        
          	
                	 	 	 
	 	
                  (d)

                	
                  the
                    total cost of all local improvements and utility charges in any
                    and all
                    charges for water, gas, electric light, heat or power, telephone,
                    or other
                    similar services used, rendered or supplied upon or in connection
                    with the
                    Demised Premise throughout the term of the Lease and will pay
                    all charges
                    or costs in respect to garbage removal, or incineration thereof,
                    or other
                    disposal thereof, and will indemnify the Landlord and save it
                    harmless
                    from and against any liability or damages on such
                    account.

                


        

      

    

    


    5.02  The
      Tenant may take advantage of any provisions of law whereby Property Taxes may
      be
      paid by instalment or deferred from some portion of the fiscal year to which
      they relate, provided that no fine, penalty or cost is incurred, except accrued
      interest on the unpaid balance of such taxes. If any Property Taxes upon or
      with
      respect to the Demised Premise relating to a fiscal period of the taxing
      authority, a part of which period is included within the term of this Lease,
      and
      a part of which period commences prior to the commencement of the term herein,
      or extends beyond the date of termination of this Lease, whether or not such
      Property Taxes shall be assessed, levied, confirmed or imposed or become payable
      during the term of this Lease, shall be adjusted proportionately as between
      the
      Landlord and the Tenant as of the date of commencement or termination of this
      Lease as is required. If the Tenant shall fail to pay any Property Taxes, the
      Tenant shall pay any fine, penalty, interest, and expense arising therefrom
      and
      the Landlord shall be at liberty to pay the same (after 10 days written notice
      to the Tenant of its intention so to do) and may add to the next ensuing
      instalment of rent the amounts so paid including penalties, charges and interest
      in connection therewith.

    


    5.03  The
      Tenant shall have the right to contest the amount or validity of any Property
      Taxes imposed in respect of the Demised Premises but this shall not relieve
      the
      Landlord of its obligation to pay such Property Taxes or authorize the Tenant
      to
      defer payment of such Property Taxes, unless such deferment is
      lawful.

    


    5.04  If
      the
      Tenant is contesting in good faith the amount or validity of any Property Taxes
      and has complied with the provisions of this Article and if it becomes necessary
      for the Landlord to join in or consent to such proceedings the Landlord shall
      join or consent as required, but the Tenant shall indemnify the Landlord against
      all expense arising therefrom.

    


    5.05  Notwithstanding
      the provisions of Article 5 at any time during the term of this Lease, the
      Landlord shall have the option to require the Tenant to pay and the Tenant
      shall
      pay to the Landlord on each date upon which the Basic rent is payable such
      amount or amounts as the Landlord may from time to time estimate as being
      necessary so that the Landlord will have sufficient funds on hand to pay
      Property and all operating costs next to become due and payable, and if the
      Property Taxes or operating costs actually charged or payable in any calendar
      year shall exceed such estimate by the Landlord for that year, the Tenant shall
      pay to the Landlord forthwith on demand the amount required to make up the
      deficiency. No interest shall accrue on the monies so collected by the
      Landlord.

    


    ARTICLE
      6 TENANT'S EQUIPMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7

     

    6.01  At
      any
      time and from time to time during the term of this Lease, the Tenant may
      install, maintain, and replace in the Demised Premise, any Tenant's Equipment
      as
      the Tenant in its sole discretion may desire. Notwithstanding the fact that
      the
      Tenant's Equipment may be installed in such a manner that, but for the agreement
      of the Landlord herein contained, the same would form a part of the Demised
      Premise, the Tenant's Equipment shall nevertheless be and remain at all times
      the property of the Tenant.

    


    6.02  The
      Tenant may not remove any part of the Tenant's Equipment at any time during
      the
      term of this Lease without the written consent of the Landlord, which shall
      not
      be unreasonably withheld. The Tenant shall be responsible for and will repair
      all or any damage to any part of the Demised Premise, including structural
      portions thereof caused by the installation or removal of any of the Tenant's
      Equipment, fixtures, alterations or improvements where installed as aforesaid.
      Any of the Tenant's Equipment remaining in the Demised Premise at the
      termination of this Lease may be removed and stored by the Landlord, who shall
      thereupon have the first and paramount lien against the Tenant's Equipment
      and
      the Landlord shall not be required to release possession thereof until the
      cost
      of removal and storage and any other obligations due under this Lease have
      been
      paid by the Tenant. If the Tenant does not pay for the removal and storage
      of
      the Tenant's Equipment after demand in writing by the Landlord, the Landlord
      shall have the right to sell the same applying the proceeds firstly in payment
      of the costs of such removal,storage and secondly to the Tenant's
      account.

    


    6.03  The
      Landlord shall not be responsible for any loss or damage occurring to the
      Tenant's Equipment, save and except for loss or damage caused by the negligence
      of the Landlord, or persons for whom in law the Landlord is
      responsible.

    


    ARTICLE
      7 INSURANCE

    


    7.01  The
      Landlord, acting reasonably and as a prudent owner of similar Land and building
      shall carry such insurance for the amount and benefit of the Landlord from
      time
      to time considers useful, expedient or beneficial, including without limitation,
      any or all of the following:

    


    
      
        	 	
                (a)

              	
                Insurance
                  against all risks of loss or damage to property owned by the Landlord
                  relative to the Land and buildings;

              
	 	 	 
	 	
                (b)

              	
                Insurance
                  against all explosions or failure of boilers, pressure vessels,
                  air
                  conditioning equipment and miscellaneous electrical apparatus on
                  a blanket
                  basis with broad form cover, including repair and
                  replacement;

              
	 	 	 
	 	
                (c)

              	
                Insurance
                  against loss of insurable gross profits attributable to all perils
                  insured
                  against by the Landlord or commonly insured against by prudent
                  landlords,
                  including loss of all rents receivable from tenants in the Building
                  in
                  accordance with the provisions of their leases including Basic
                  Rent and
                  all other charges payable as additional rent in such amount or
                  amounts as
                  the Landlord or its mortgagees from time to time
                  require;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8

       

      
        	 	 	 
	 	
                (d)

              	
                Insurance
                  against third party liability hazards, including exposure to personal
                  injury, bodily injury and property damage on an occurrence basis,
                  including insurance for all contractual obligations, and covering
                  also
                  actions of all employees, other persons, subcontractors and agents
                  while
                  working on behalf of the Landlord;

              
	 	 	 
	 	
                (e)

              	
                Insurance
                  against any other form or forms of loss that the Landlord or its
                  mortgagees reasonably requires from time to time for like properties
                  similarly situated and from amounts against which a prudent landlord
                  would
                  insure itself.

              


      

    

     

                         
      Notwithstanding any contribution by the Tenant to insurance premiums as provided
      for in this Lease, no insurable interest is conferred upon the Tenant under
      policies carried by the Landlord. The Landlord shall in no way be accountable
      to
      the Tenant regarding the use of any insurance proceeds arising from any claims,
      and the Landlord shall not be obliged on account of such contributions to apply
      such proceeds to the repair or restoration of that which was insured. Where
      the
      Tenant may desire to receive indemnity by way of insurance for any property,
      work or thing whatsoever, the Tenant shall insure same for its own account
      and
      shall not look to the Landlord for reimbursements or recovery in the event
      of
      loss or damage from any cause, whether or not the Landlord has insured same
      and
      recovered therefore.

    


    7.02  The
      Tenant shall, during the entire term thereof, at its sole cost and expense,
      take
      out and keep in full force and effect, in the name of the Tenant, the Landlord
      and the Landlord's mortgagees, the following:

    


    
      	 	
              (a)

            	
              property
                insurance, which shall include coverage on property of every description
                and kind owned by the Tenant or for which the Tenant is responsible
                or
                legally liable pursuant to the terms of this Lease, or which is installed
                by or on behalf of the Tenant, including the Tenant's equipment,
                in an
                amount at least equal to the full insurable value thereof calculated
                on a
                replacement cost basis without deduction for depreciation and without
                co-insurance requirements. The perils insured against shall include
                fire
                and such additional perils as are normally insured against in the
                circumstances by prudent tenants, and as any mortgagee having a security
                interest in the premises reasonably requires, or as the Landlord
                from time
                to time demands. In the event that a dispute arises as to that sum
                which
                represents full replacement costs, the decision of the Landlord shall
                be
                conclusive;

            
	 	 	 
	 	
              (b)

            	
              public
                liability insurance applying to all operations of the Tenants and
                which
                shall include bodily injury, liability and property damage, personal
                injury liability, contractual liability, contingent liability and
                tenant's
                legal liability with respect to the occupancy by the Tenant of the
                demised
                premise. Such policy shall be written on a comprehensive basis with
                such
                limits as the Landlord or its mortgagees reasonably requires from
                time to
                time.

            
	 	 	 
	 	
              (c)

            	
              any
                other form or forms of insurance as the Landlord of the Landlord's
                mortgagee reasonably requires from time to time in amounts and from
                perils
                against which a prudent Tenant would protect itself in similar
                circumstances.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9

     

    7.03  All
      property damage policies written on behalf of the Tenant shall contain a waiver
      of any subrogation rights which the Tenant's insurers may have against the
      Landlord and against those for whom the Landlord is, in law, responsible,
      whether any such damage is caused by the act, omission or negligence of the
      Landlord or by those for whom the Landlord is in law responsible. The Tenant
      releases and agrees to hold harmless the Landlord from and against all liability
      for any loss or damage to the Tenant, its property or improvements, by
      oversight, fault or any other cause whatsoever.

    


    7.04  All
      policies shall be taken out with insurers acceptable to the Landlord and on
      policies in a form satisfactory from time to time to the Landlord. The Tenant
      agrees that certificates of insurance, or, if required by the Landlord or its
      mortgagees, certified copies of each such insurance policy will be delivered
      to
      the Landlord within thirty (30) days of the commencement date. All policies
      shall contain an undertaking by the insurers to notify the Landlord and its
      mortgagees in writing not less than thirty (30) days prior to any material
      change in terms, cancellation or other termination thereof.

    


    7.05  The
      Tenant agrees that if the Tenant fails to take out or keep in force any such
      insurance referred to in this Article 7 or should any such insurance not be
      reasonably approved by either the Landlord or its mortgagees and the Tenant
      does
      not rectify the situation within forty-eight (48) hours after written notice
      by
      the Landlord to the Tenant (stating, if the Landlord or its mortgagees do not
      approve of such insurance, the reasons therefore), the Landlord shall have
      the
      right, without assuming any obligation in connection therewith, to effect such
      insurance at the sole cost of the Tenant and all outlays by the Landlord shall
      be immediately payable by the Tenant to the Landlord as additional rent and
      shall be due on the first day of the next month following said payment by the
      Landlord without prejudice to any other rights and remedies of the Landlord
      under this Lease.

    


    7.06  The
      Tenant agrees that it will not keep, use, sell, or offer for sale in or upon
      the
      demised premise, any articles which may be prohibited by the standard form
      of
      fire insurance policy in force from time to time covering the land and building.
      In the event that Tenant's occupancy of, or conduct of business in the demised
      premise, whether or not the landlord has consented to the same causes any
      increase in premiums for the insurance carried from time to time by the Landlord
      with respect to the land and building, the Tenant shall pay any such increase
      in
      premiums as additional rent within ten (10) days after bills for such additional
      premiums are rendered by the Landlord.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10

     

    ARTICLE
      8 REPAIRS

    


    8.01  The
      Tenant will during the term of this Lease, at its own costs and expenses, keep
      and maintain the demised premise in good order and condition, will make all
      necessary repairs excluding structural repairs, both exterior and interior
      to
      the demised premise to the end that the same shall at all times be kept in
      good
      and rentable condition for the purposes for which the demised premise is being
      used.

    


    ARTICLE
      9 CHANGES, ALTERATION AND ADDITIONS

    


    9.01  Hereafter
      and at any time during the term of this Lease, the Tenant shall have the right,
      at its expense to make such changes and alterations in or to the demised premise
      as the Tenant shall deem necessary or desirable in connection with the
      requirements of its business but no structural changes or alteration shall
      be
      undertaken until detailed plans and specifications therefore have first been
      furnished to an approved in writing by the landlord, provided such approval
      may
      not be reasonably delayed or withheld.

    


    9.02  The
      Tenant shall be responsible for procuring and paying for all required municipal
      and other governmental permits and authorizations of the various municipal
      departments and government divisions having jurisdiction necessary or advisable
      in connection with such changes. The Landlord will join in application for
      such
      permits and authorization whenever such action is necessary.

    


    9.03  All
      work
      to be done in connection with any change or alteration shall be done promptly
      and in good and workmanlike manner, and in compliance with the valid and
      applicable building and zoning laws and with other valid laws, ordinances,
      orders, rules, regulations and requirements of all federal, provincial, and
      municipal governments, and the appropriate departments, commissions, boards,
      and
      officers thereof, in accordance with the orders, rules and regulations of the
      Canadian Fire Underwriters Association, or any other body hereafter constituted
      exercising similar functions; the cost of any such change or alteration shall
      be
      paid or secured so that the demised premise shall at all times be free and
      clear
      of liens for labour and materials supplied, or claimed to have been supplied
      to
      the demised premise.

    


    9.04  All
      changes, alterations, additions and improvements made to or installed upon
      or in
      the demised premise which in any manner are attached in, to, on, or under the
      floors, walls, or ceilings during the term hereof by the Tenant, shall be and
      remain part of the demised premise and the title thereto shall immediately
      vest
      in the Landlord without any liability on its part to pay for the same; provided
      however the Tenant shall be at liberty to remove any or all such changes,
      alterations, additions and improvements with the written consent of the
      Landlord, such consent may not be unreasonably withheld. It shall not be
      unreasonable to refuse such consent unless the Tenant shall have first
      adequately secured the Landlord for loss or damage to the demised premise
      arising from such removal.

     

                          The
      Tenant shall be responsible for and will repair all or any damage to any part
      of
      the demised premise, including structural portions thereof, caused by the said
      changes, alterations, additions and improvements (or removal thereof) and shall
      restore the demised premise to the same condition as they were in before such
      changes, alterations and additions and improvements were made.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11

     

    ARTICLE
      10 DAMAGE OR DESTRUCTION

    


    
      10.01  In
        case
        the demised premise is damaged or destroyed by any peril or hazard covered
        by or
        recoverable from insurance maintained by the Landlord under Article 7, then
        the
        Landlord shall immediately select a reputable contractor and if such
        contractor:


    

    
      	 	 	 
	 	
              (a)

            	
              is
                of the opinion that the damage or destruction is capable of repair
                with
                reasonable diligence within ninety (90) days of the date of the damage
                then the Landlord shall deliver notice of its intention to rebuild
                or
                repair and shall repair the damage with reasonable diligence,
                or

            
	 	 	 
	 	
              (b)

            	
              is
                of the opinion that the damage or destruction is not capable of repair
                within ninety (90) days of the date of the damage, then the Landlord
                may
                elect either to repair such damage or destruction or to terminate
                this
                Lease.

            


    

     

    10.02  If
      this
      Lease is not terminated by reason of such damage or destruction and if such
      damage or destruction is such as to render the demised premise wholly unfit
      for
      occupancy then the rent to be paid by the Tenant hereunder shall abate until
      the
      Landlord delivers a notice to the Tenant that the repairs have been
      substantially completed at which time all rent payable by the Tenant hereunder
      shall commence.

    
      


      10.03  If
        the
        Landlord herein does not give the Tenant notice of its intention to either
        repair such damage or destruction or to terminate this Lease within thirty
        (30)
        days of the damage or destruction, then the Tenant may by notice in writing
        delivered to the Landlord, terminate this Lease or require the Landlord to
        repair the damage or destruction.

      


      10.04  In
        case
        the demised premise is damaged or destroyed by any peril or hazard not covered
        by or recoverable from insurance maintained by the Landlord under Article
        7,
        then the Landlord may elect to either repair such damage or destruction or
        not
        to repair.

      


      ARTICLE
        11 USE OF DEMISED PREMISE

      


      11.01  The
        Tenant shall use the demised premise only for a general
        office
        and for
        no other purposes without the written consent of the Landlord, such consent
        may
        be reasonably withheld.

      


      11.02  During
        the term of this Lease, the Tenant in the use, occupation, alteration or
        repair
        of the demised premise, or any property used in connection therewith, shall
        comply with the requirements of every applicable valid law, ordinance, rule
        or
        regulation. The Tenant shall further comply with the requirements of all
        policies or public liability, fire and kinds of insurance at the time in
        force
        with respect to the demised premise or any part thereof.

      


      11.03  The
        Tenant covenants and agrees that it will carry on its business in the demised
        premise continuously during the term of this Lease.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12

       

      ARTICLE
        12 CERTAIN RIGHTS AND DUTIES OF THE LANDLORD

      


      12.01  The
        Tenant will permit the Landlord and authorized representatives of the Landlord
        to enter into the demised premise at all reasonable times during the usual
        business hours, for the purpose of inspecting the same and or ascertaining
        whether the Tenant has failed or neglected to perform any act which it is
        required to perform under the provisions of this Lease, and also the Landlord
        shall be permitted to enter as aforesaid for the purpose of making any necessary
        repairs to the demised premise and performing any work therein, which the
        Tenant
        has failed to do, that may be necessary to comply with any valid law, ordinance,
        rule or regulations of any public authority, or any similar body, or to comply
        with the requirements of insurance policies then in force with respect to
        the
        demised premise. Nothing herein shall imply any duty upon the part of the
        Landlord to do or to pay for any work which under any provision of this lease
        the Tenant may be required to perform and the performance thereof by the
        Landlord in the event the Tenant does not perform the same after demand shall
        not constitute a waiver of the Tenant's default in failing to perform the
        same.

      


      12.02  The
        Tenant upon paying the Basic Rent and all other charges herein provided for,
        and
        observing and keeping the covenants, agreements and conditions of this Lease
        on
        its part to be kept, shall lawfully and quietly enjoy, hold, occupy, control
        and
        manage the demised premise during the term of this Lease without hindrance
        or
        molestation of the Landlord, or any person or persons claiming under the
        Landlord, save as expressly provided for by this Lease.

      


      12.03              
        The
        Landlord shall deliver Schedule "A" in a form registrable under the Land
        Titles
        Act of British Columbia.

      


      ARTICLE
        13 CONDITIONAL LIMITATIONS - DEFAULT PROVISIONS

      


      13.01  In
        case
        the term of this Lease or any of the goods and chattels of the Tenant shall
        be
        at any time seized in execution or attachment by a creditor of the Tenant
        or the
        Tenant shall make any assignment for benefit of creditors or any bulk sale
        or
        become bankrupt or insolvent or take the benefit of any Act now or hereafter
        in
        force for bankrupt or insolvent debtors, or, if the Tenant is a corporation
        and
        any order shall be made for the winding-up of the Tenant, or other termination
        of the corporate existence of the Tenant, or a Receiver or Receiver-Manager
        is
        appointed for the Tenant under any debenture or other security or lease shall
        at
        the option of the Landlord, immediately cease and terminate and the term
        shall
        immediately become forfeited and void and the then month's rent and the next
        ensuing three (3) months rent shall immediately become due and be paid and
        the
        Landlord may, without notice, re-enter and take possession of the Demised
        Premise as though the Tenant or other occupant or occupants of the demised
        premise was or were holding over after the expiration of the term without
        any
        right whatsoever.

      


      13.02  If,
        during the term of this Lease, or any renewal thereof, the Tenant shall make
        default in the payment of any rent due under this Lease, and such default
        shall
        continue for ten (10) days after notice thereof by the Landlord, this Lease
        shall, at the option of the Landlord, cease and come to an end on a date
        to be
        specified in the said notice, which date shall not be less than five (5)
        days
        after the delivery of such notice. The Tenant will then quit and surrender
        the
        demised premise to the Landlord.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13

       

      13.03  If,
        during the term of this Lease or any renewal thereof, the Tenant shall not
        observe, perform or keep any of the other covenants in this Lease and such
        default shall continue for ten (10) days after written notice thereof by
        the
        Landlord to the Tenant, or if the Tenant fails to proceed promptly and with
        all
        due diligence to cure such default after service of notice by the Landlord
        of
        such default, then and in any such case, unless the default upon which said
        notice was based has been cured in the meantime, this Lease shall cease and
        come
        to an end on a day to be specified in the said notice, which date shall not
        be
        less than ten (10) days, the ten (10) day period shall be extended for such
        time
        as shall allow the Tenant proceeding promptly and with all due diligence
        a
        reasonable opportunity to cure such default.

      


      13.04  All
        costs, charges and expenses incurred by the Landlord in recovering or enforcing
        payment of monies owing hereunder, in enforcing the terms and conditions
        of this
        Lease, and in preparing this agreement, including the costs of the Landlord
        as
        between solicitor and client on a lump sum basis, expenses of taking possession
        of the demised premise and realizing upon goods and chattels of the tenant
        shall
        be paid by the Tenant and such sums shall be deemed to be rent payable under
        this Lease.

      


      ARTICLE
        14 DISTRESS

      


      14.01  Whensoever
        the Landlord shall be entitled to levy distress against goods and chattels
        of
        the Tenant, it may use such force as it may deem necessary for the purpose
        and
        for gaining admission to the demised premise without being liable to any
        action
        in respect thereof or for any loss or damage occasioned thereby, and the
        tenant
        hereby expressly releases the Landlord from allocations, proceedings, claims
        or
        demands whatsoever for or on account for or on account or in respect of any
        such
        forcible entry for any loss or damage sustained by the Tenant in connection
        therewith.

      


      ARTICLE
        15 LANDLORD COVENANTS

       

                            
        The Landlord covenants with the Tenant as follows:

      


      15.01  To
        provide to the demised premise during normal business hours (including Saturday
        and Sunday) by means of a system for heating, cooling, filtering and circulating
        air, processed air in such quantities and at such temperatures as shall maintain
        in the demised premise conditions of reasonable temperature and comfort in
        accordance with good standards of interior climate control generally pertaining
        at the date of this Lease applicable to normal occupancy of premises for
        office
        purposes, but the Landlord shall have no responsibility for any inadequacy
        or
        performance of said system if the Tenant shall have installed partitions
        or
        other installations in locations which interfere with the proper operation
        of
        the said system or if the window covering on exterior windows shall not be
        fully
        closed while such windows are exposed to direct sunlight.

      


      15.02  Subject
        to the supervision of the Landlord, to furnish for use by the Tenant and
        its
        employees and invitees in common with other persons entitled thereto, passenger
        elevator service to the demised premise, and to furnish for the use of the
        Tenant in common with others entitled thereto at reasonable intervals and
        at
        such hours as the Landlord may select, elevator service to the demised premise
        for the carriage of furniture, equipment, deliveries and supplies, provided
        however, that if the elevator shall become inoperative or shall be damaged
        or
        destroyed the Landlord shall have a reasonable time within which to repair
        such
        damage or replace such elevator and the Landlord shall repair or replace
        the
        same as soon as reasonably possible, but shall in no event be liable for
        indirect or consequential damages or other damages for personal discomfort
        or
        illness during such period of repair or replacement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      14

       

      15.03  To
        permit
        the Tenant and its employees and invitees to have the use during normal business
        hours in common with others entitled thereto of the common entrances, lobbies,
        stairways and corridors of the building giving access to the demised
        premise.

      


      15.04  To
        permit
        the Tenant and its employees and invitees in common with others entitled
        thereto
        to use the washrooms in the building on the floor and floors in which the
        demised premises are situate.

      


      15.05  To
        cause
        the elevator common entrances, lobbies, stairways, corridors, and other parts
        of
        the building from time to time provided for common use and enjoyment, to
        be
        swept, cleaned or otherwise maintained.

      


      15.06  Not
        so as
        to restrict the generality of the foregoing but for greater certainty, the
        Landlord shall keep the building, other than the demised premise and premises
        of
        other tenants, and the land in a good reasonable state of repair and consistent
        with a first class office building, including the foundation, roof, exterior
        walls, including glass portions thereof, the system for interior climate
        control, the elevator, entrances, stairways, corridors, lobbies, parking
        areas
        and washrooms from time to time provided for use in common areas by the Tenants
        and other Tenants of the building and systems providing utilities to the
        demised
        premise.

      


      ARTICLE
        16 MISCELLANEOUS COVENANTS

      


      16.01  The
        Landlord shall not be liable for any damage to any property or person at
        any
        time in or on the demised premise through steam, waterworks, water, rain
        or snow
        which may leak into, issue or flow from any part of the demised premise,
        or from
        any other place not due to the negligence or wilful act of the Landlord,
        its
        servants, employees or agents.

      


      16.02  The
        Tenant covenants with the Landlord to indemnify and save harmless the Landlord
        against and from any and all claims, including without limiting the generality
        of the foregoing, all claims for personal injury or property damage arising
        from
        any act or omission of servants, employees, invitees or licensees of the
        Tenant,
        and against from all costs, counsel fees, expenses and liabilities incurred
        in
        or about any such claim or any action or proceeding brought
        thereon.

      


      16.03  During
        the term of this Lease, or any renewal thereof, the Tenant shall not suffer
        or
        permit any Builder's or other liens or encumbrances for work, labour, service
        or
        material to be filed against or attached to the demised premise or any portion
        thereof.

      


      16.04  Subject
        to the provisions of Article 10 hereof, upon termination of this Lease for
        any
        reason whatever, the Tenant shall surrender to the Landlord the demised premise,
        together with all alterations and replacements and additions thereof (except
        the
        Tenant's equipment) in good order, condition and repair, reasonable wear
        and
        tear excepted.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      15

       

      
        16.05  The
          Landlord shall have the right to transfer title to the demised premise
          at any
          time or assign its interest under this Lease agreement.

         
16.06  The
        Tenant shall not have the right to assign or sublet or part with or share
        possession of the whole or any part of the demised premise without the
        Landlord's prior written consent and the Landlord agrees that such consent
        shall
        not be unreasonably withheld or delayed.

       

                      Any
        assignment or sub-lease of the demised premise by the Tenant shall in no
        way
        relieve or release the Tenant from its covenants and obligations
        hereunder.

      

        16.07  If
          the
          Tenant herein is a private corporation and if by the sale or other disposition
          of its shares or securities the control or the beneficial ownership of
          such
          corporation is changed at any time after the execution of the lease or
          during
          the term, the Landlord may, at its option, cancel this Lease and the term
          hereby
          granted upon the giving of sixty (60) days notice to the Tenant of its
          intention
          to cancel this Lease and the term shall thereupon be cancelled.

         

      

      16.08  In
        the
        event the Tenant enters into any sublease, the Tenant shall not collect rental
        from the sub-lessee more than one month in advance of the due date
        thereof.

      


      16.09  It
        is
        agreed by and between the parties hereto that the Landlord may mortgage the
        demised premise, the said mortgage to be registered in priority to this lease,
        and the Tenant covenants and agrees to execute postponements of any encumbrances
        it may place upon the Title to the demised premise to protect its interest
        under
        the Lease for the purpose of allowing any such mortgage or to have priority
        over
        any encumbrances the Tenant may register as aforesaid, provided however,
        that
        such mortgagee or their respective successors or assigns in favour of which
        such
        attornment has been made shall recognize this Lease and the rights of the
        Tenant
        thereunder as long as the Tenant shall not be in default in the performance
        of
        its obligations under this Lease. It is further agreed that the Landlord
        may
        assign the rents hereunder to such mortgagees and notice to that effect,
        signed
        by the Landlord, shall be sufficient authority for the Tenant to pay the
        rent,
        or such portion thereof as is assigned to the mortgagee, and the receipt
        of the
        Mortgagee shall be a full and adequate discharge to the Tenant for such
        payment.

      


      16.10  If
        the
        Tenant shall remain in possession of the demised premise after termination
        of
        the term hereby granted, or any renewal thereof, without further written
        agreement between the Landlord and the Tenant, a tenancy from year to year
        shall
        not be created by the implication of law, but the Tenant shall be deemed
        to be a
        monthly tenant only at the Basic Rent payable immediately prior to such
        termination and subject in all other respects to the terms of this
        Lease.

      


      16.11  The
        failure of either party to insist upon strict performance of any covenant
        or
        condition contained in this Lease or to exercise any right or option hereunder
        shall not be construed as a waiver or relinquishment for the future of any
        such
        covenant, condition, right or option. The acceptance of any rent from or
        the
        performance of any obligation hereunder by a person other than the Tenant
        shall
        not be construed as an admission by the Landlord of any right, title or interest
        of such person as a sub-lessee, assignee, transferee, or otherwise in the
        place
        and stead of the Tenant.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      16

       

      16.12  Any
        notice required or permitted to be given hereunder shall be in writing and
        shall
        be deemed to have been duly given if delivered by hand or mailed by prepaid
        mail
        as follows:

       

                   TO
        THE LANDLORD:   310
        -
        1676 Martin Drive

                                     
        Surrey,
        B.C. V4A 6E7

      


                   
        TO THE
        TENANT:        305
        -
        1656 Martin Drive, 

                                                                                             
        Surrey, B.C. V4A 6E7

      


      or
        such
        other address as the respective parties may in writing advise. Any such notice
        shall be deemed to have been given and received, if delivered, and if mailed,
        seventy-two (72) hours following the mailing thereof.

      


      16.13  The
        Tenant hereby accepts this Lease subject to the conditions, restrictions
        and
        covenants herein set forth and implied.

      


      16.14  This
        Lease may be executed in counterpart.

      


      16.15  Wherever
        the singular or masculine or neuter are used throughout this Lease, they
        shall
        be construed as if the plural, neuter feminine or body corporate had been
        used,
        where the context or the party or parties hereto so require, and the rest
        of the
        sentence shall be construed as if the necessary grammatical and terminological
        changes thereby rendered necessary had been made.

      


      16.16  This
        Lease and the covenants and agreements herein contained shall enure to the
        benefit of and be binding upon the parties hereto, and their respective heirs,
        legal personal representatives, successors and permitted assignees and
        subleases.

      


      16.17  Time
        shall be of the essence of this Lease.

      


      16.18  In
        the
        event of any calculation or determination by the Landlord of the Rentable
        Area
        of any premises (including the demised premise) or of the Total Rentable
        Area is
        disputed or called into question, it shall be calculated or determined by
        the
        Landlord's architect or quantity surveyor from time to time appointed for
        the
        purpose whose certificate shall be conclusive.

      


      16.19  The
        Tenant shall permit the Landlord and its authorized agents and employees
        to show
        the demised premise to prospective tenants during normal business hours of
        the
        last six (6) months of the term.

      


      16.20  The
        Tenant shall not paint, display, inscribe, place or affix any sign, symbol,
        notice or lettering of any kind anywhere outside the demised premise (whether
        on
        the outside or inside of the building) or within the demised premise so as
        to be
        visible from the outside of the demised premise, with the exception only
        of an
        identification sign at or near the entrance of the demised premise subject
        to
        the approval of the Landlord, which approval shall not be unreasonably withheld
        and a directory listing in the main lobby of the Building in each case
        containing only the name of the Tenant, provided however, the Tenant may,
        subject to the written approval of the Landlord, erect a sign on the storefront
        of the demised premise or suspend an identification sign from the overhead
        canopy formed by the mezzanine floor of the Building.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      17

       

      16.22  The
        Tenant shall observe, and cause its employees and other over whom the Tenant
        can
        reasonably be expected to exercise control to observe, the rules and regulations
        attached hereto as Schedule "B", and such further and other reasonable
        regulations and amendments and changes therein as may hereinafter be made
        by the
        Landlord, of which notice in writing shall be given to the Tenant, and all
        such
        rules and regulations shall be deemed to be incorporated into and form part
        of
        this Lease.

      


      16.23  If
        the
        Tenant shall bring in or upon the demised premise any equipment, article
        or
        thing that shall cause any increase in any charge, a part of which the Tenant
        is
        required to pay a proportional share, then the Tenant shall pay any such
        increases as additional rent forthwith.

      


      16.24  Notwithstanding
        Article 5.01(c)(xiv) where the demised premise is located on the ground floor
        of
        the Building, then the Tenant shall pay the costs (maintenance and operating
        costs including lighting and sign rental charges) of the display sign in
        the
        same proportion that the length of sign adjacent to the demised premise bears
        to
        the total length of the sign.

       

      ARTICLE
        17 OPTION TO RENEW


      17.01  The
        Tenant, provided it is not in default hereunder, shall have the option of
        renewing this Lease for ***
        further terms of ***
        years each. All terms of the renewal leases to be the same as this Lease
        with
        the exception of the option to renew and with further exception of the amount
        of
        rent to be paid. Any option to renew shall be exercised by the Tenant serving
        notice in writing, exercising the option upon the Landlord in the manner
        for
        serving written notice provided in the Lease. Such notice shall be served
        six
        (6) months prior to the expiration of the term of this Lease or any renewal
        thereof and, upon such notice being delivered to the Landlord, both parties
        agree to immediately commence negotiations on the renewal rental rate, which
        shall be fixed by mutual agreement, and if the parties hereto cannot agree
        on
        the renewal rate within three (3) months of the delivery of notice exercising
        the option, the matter will be settled by two (2) arbitrators pursuant to
        the
        Commercial Arbitration Act of British Columbia then in effect, but in any
        event
        the Basic Rent shall not be less than the Basic Rent paid during the last
        year
        of this Lease and any renewal thereof. The costs of the arbitration shall
        be
        born equally between the parties hereto.

      


      ARTICLE
        18 GUARANTEE

      


      18.01  IN
        CONSIDERATION of the Landlord granting this Lease, the said GUARANTOR HEREBY
        COVENANTS, promises and agreed that if at any time default shall be made
        in the
        payment of any rent or interest or any other monies for the time being due
        to
        the Landlord pursuant to this lease, the Guarantor will pay to the Landlord
        the
        whole such rent and interest and other monies which shall then be due to
        the
        Landlord as aforesaid on the days and times and in the manner provided by
        this
        Lease, and will otherwise observe and perform the covenants, conditions and
        provisos herein, and the Guarantor will further pay the Landlord all costs
        that
        may arise in consequence of the said non-performance of the said covenant
        of any
        of them, and it shall not be necessary to notify the Guarantor of any default,
        and liability of the Guarantor shall in no way be diminished or affected
        nor
        shall the Guarantor be released by reason of the omission of the Landlord
        to
        exercise any of its rights or remedies in the Lease, provided the Landlord
        may
        grant time, renewals, extensions, releases and discharges, to compromise,
        compound with or otherwise deal with the Tenant or any person liable under
        the
        Lease, without notice to the Guarantor and without any consent on the part
        of
        the Guarantor, and without discharging or in any way affecting the liability
        of
        the Guarantor hereunder.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      18

       

                            PROVIDED
        that the
        Guarantor, his heirs, executors, administrators, and assigns are and shall
        be
        bound by the covenants and stipulations herein contained on the part of the
        Guarantor shall enure to, and every power herein contained may be exercised
        by
        the successor and assign of the Landlord, and against the heirs, executors,
        administrators and assigns of the Guarantor and that all covenant herein
        contained are to be construed as both joint and several.

       

              
        IN WITNESS WHEREOF
        the Tenant has hereunto set their hands and seals and the Landlord has hereunto
        affixed its corporate seal in the presence of its proper officers authorized
        in
        that behalf, all as of the day and year first written above.

       

      
        	 THE
                CORPORATE SEAL OF SUNSHINE COAST 	)	 	 
	 HOLDINGS
                LTD. was affixed in the 	)	 	 
	
                presence
                  of: 

              	)	C/S	 
	 	)	 	 
	/s/ Edgar
                Ross Wightman 	)	 	 
	
                

              	)	 	
              
	
                (authorized
                  signatory)

              	)	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      19


      
        
          	 SIGNED,
                  SEALED AND DELIVERED BY THE	)	  
	 TENANT
                  in the presence of:	)	 
	 	) 	 
	 	) 	 
	/s/ Heather
                  Sadoway	) 	FORTUNE
                  OIL & GAS, INC.
	
                  
(witness'
                  signature)	) 	PER /s/
                  David Nunn 
	Heather
                  Sadoway	)	 


        

      

      
        
          	Administrator	) 	C/S
	(occupation)	) 	 


        

      

      
        	#310
                1676 Martin Drive	) 	  
	Surrey,
                B.C. Canada V4A 6B7	) 	 
	(address)	) 	 


      

      
        	 	) 	  
	 	) 	 
	
                

              	) 	
                

              
	(as
                to all signatures)	) 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        20

         

        SCHEDULE
          "A" TO LEASE

      

       

       

      Insert
        drawing here

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      21

       

      SCHEDULE
        "B" TO LEASE

      


      RULES
        AND REGULATIONS

      


      Revised
        December 1, 1992

      


                       The
        Tenant shall observe the following Rules and Regulations (as amended, modified
        or supplemented from time to time by the Landlord as provided in this
        Lease):

      


      1.  The
        Tenant shall not use or permit the use of the Demised Premise in such a manner
        as to create any objectionable noises, odours or other nuisances or hazards,
        or
        breach any applicable provisions of municipal by-laws or other lawful
        requirements applicable thereto or any requirements of the Landlord's insurers.
        Smoking of tobacco shall be deemed to create an objectionable odour and a
        hazard
        to the health of others. Its use on the Demised Premise is expressly
        prohibited.

      


      2.  The
        Tenant shall not abuse, misuse, or damage the Demised Premise or any of the
        improvements or facilities in the Building, and in particular shall not deposit
        rubbish in any plumbing apparatus or use it for other than purposes for which
        it
        is intended, and shall not deface or mark any walls or other parts of the
        Building.

      


      3.  The
        Tenant shall not perform, patronize or (to the extent under its control)
        permit
        any canvassing, soliciting or peddling in the Building, shall not install
        in the
        Demised Premise any machine for vending or dispensing refreshment or merchandise
        and shall not permit food or beverage to the brought to the Demised Premise,
        except by such means, at such times and by such persons as have been authorized
        by the Landlord.

      


      4.  The
        entrances, lobbies, elevators, staircases and other facilities of the Building
        are for use only for access to the Demised Premise and other parts of the
        Building and the Tenant shall not obstruct or misuse such facilities or permit
        them to be obstructed or misuse such facilities or permit them to be obstructed
        or misused by its agents, employees, invitees and others under its
        control.

      


      5.  No
        safe
        or heavy office equipment shall be moved by or for the Tenant unless the
        consent
        of the Landlord is first obtained and unless due care is taken. Such equipment
        shall be moved upon appropriate steel bearing plates, skids or platforms,
        and
        subject to the Landlord's direction, and at such times, by such means and
        by
        such persons as the Landlord shall have approved. No furniture, freight,
        or
        bulky matter of any description shall be moved in or out of the Demised Premise
        or carried in the elevator except during such hours as the Landlord shall
        have
        approved. Hand trucks and similar appliances shall be equipped with rubber
        tires
        and other safeguards approved by the Landlord, and shall be used only by
        prior
        arrangements with the Landlord.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      22

       

      6.  The
        Tenant shall permit and facilitate the entry of the Landlord, or those
        designated by it, into the Demised Premise for the purpose of inspection,
        repair, window cleaning and the performance of other janitor services, and
        shall
        not permit access to main heater ducts, janitor and electrical closets and
        other
        necessary means of access to mechanical, electrical and other facilities
        to be
        obstructed by the placement of furniture or otherwise. The Tenant shall not
        place any additional lock or other security devices upon any doors of the
        Demised Premise without the prior written approval of the Landlord and subject
        to any conditions imposed by the Landlord for the maintenance of necessary
        access.

      


      7.  The
        Landlord may require all or any persons entering and leaving the building
        at any
        time other than normal business hours to satisfactorily identify themselves
        and
        register in books kept for that purpose and may prevent any person from entering
        the Demised Premise unless provided with a key thereto and a pass or other
        authorization from the Tenant in a form satisfactory to the Landlord and
        may
        prevent any person from removing any goods therefrom without written consent
        authorization.

      


      8.  The
        Tenant shall refer to the Building only by the name from time to time designated
        by the Landlord for it and shall use the name only for the business address
        of
        the Demised Premise and not for any promotion or other purposes.

      


      9.  The
        Tenant shall not install or operate any interior drapes installed by the
        Tenant
        so as to interfere with the exterior appearance of the Building.

      


      10.  The
        Tenant shall extinguish all lights and lock the Demised Premise each time
        he
        leaves the Demised Premise vacant; if this occurs outside normal business
        hours,
        the Tenant shall be responsible for locking the exterior door through which
        he
        left the Building.

      


      11.              
        Where
        the
        Demised Premises are located on the ground floor of the
        Building:


    

    
      
        	 	 	
                The
                  Tenant will not permit at any time any debris, garbage, trash,
                  waste or
                  refuse to be placed or left, or permitted to be placed or left
                  in, on or
                  upon any part of the Land (including common areas and corridors
                  inside the
                  Building) adjacent or proximate to the Demised Premise (or within
                  the
                  Demised Premise).

              


      

      


      
        	 	 	
                The
                  Tenant will at the end of each business day leave the Demised Premise
                  and
                  that part of the Land referred to above in a clean and attractive
                  condition.

              


      

      


      
        	 	 	
                The
                  Landlord may from time to time require and direct the Tenant to
                  police the
                  areas in observance of this rule, and whenever necessary, provide
                  receptacles specifically designated by the Landlord for waste.
                  Such
                  receptacles will be provided by the Tenant at the Tenant's
                  expense.

              


      

      


      
        	 	 	
                Whenever
                  the Tenant neglects or refuses to observe this rule, the Landlord
                  may, but
                  shall not be required to, police the areas in observance of this
                  rule on
                  behalf 
                  of
                    the Tenant and the cost thereof, including janitorial labour
                    charges shall
                    immediately be payable by the Tenant to the Landlord as additional
                    rent.

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      23

       

                       
        The foregoing Rules and Regulations as from time to time amended, are not
        necessarily of uniform application but may be waived in whole or in part
        in
        respect to other tenants without affecting their enforceability with respect
        to
        the Tenant and the Demised Premises, and may be waived in whole or in part
        with
        respect to the Demised Premise without waiving them as to future application
        in
        the Demised Premise, and the imposition of such rules and regulations shall
        not
        create or imply any obligation of the Landlord for their
        non-enforcement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        THIS
          AGREEMENT made as of the 21st
          day of
          September, 2001.

        
BETWEEN:

        


        SUNSHINE
          COAST HOLDINGS LTD.,
          a
          company duly incorporated under the laws of the Province of British Columbia,
          and having its registered office at #300 - 1676 Martin Drive in the City
          of
          Surrey, in the Province of British Columbia;

        


        (hereinafter
          called the "Landlord")

        


        OF
          THE
          FIRST PART


        
          AND:

          


          FORTUNE
            OIL AND GAS INC.

          #305
            - 1656 Martin Drive,

          Surrey,
            B.C. 

          V4A
            6E7

          


          (hereinafter
            called the "Assignor")

          


          OF
            THE
            SECOND PART

           

          AND:

          FORTUNE
            PACIFIC MANAGEMENT LTD.

          #305
            - 1656 Martin Drive,

          Surrey,
            B.C.

          V4A
            6E7

          


          (hereinafter
            called the "Assignee")

          


          OF
            THE
            THIRD PART

        

         

        WHEREAS:

         

        By
          a
          lease (hereinafter called the "Original Lease"), made as of the 27th
          day of
          September, 2000, the Landlord did lease and demise unto the Assignor a
          portion
          of a building (hereinafter and in the Original Lease called the "Building")
          at
          1656 Martin Drive, Surrey, British Columbia, which property is more particularly
          described in the Original Lease as follows:

        


        Lot
          3 of
          the South East Quarter of Section 15, Township 1, Plan 56401, except part
          subdivided by Plan 60277, New Westminster District.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2

         

        NOW
          THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises,
          the
          grants and mutual agreements herein contained and other good and valuable
          consideration, receipt of which the parties hereby grant, covenant and
          agree as
          follows:

        


        
          	
                  1.

                	
                  The
                    Assignor wishes to transfer the Lease, and all of its rights
                    and
                    obligations to the Assignee commencing October 1, 2001. The Assignee
                    agrees to assume the Lease and all the rights and obligations.
                    The
                    Landlord agrees to the transfer.

                
	 	 
	
                  2.

                	
                  The
                    parties agree that the $3,438.41 deposit shall be retained by
                    the Landlord
                    as a credit in favour of the Assignee.

                
	 	 
	
                  3.

                	
                  This
                    Agreement shall be read and construed with the Original Lease
                    and the
                    Original Lease shall, effective as of the commencement date,
                    be treated as
                    being modified and amended.

                
	 	 
	
                  4.

                	
                  Except
                    as modified by this Agreement and the renewals thereof, the Original
                    Lease
                    is in all respects hereby confirmed and is, and shall remain,
                    in full
                    force and effect.

                
	 	 
	
                  5.

                	
                  This
                    Agreement shall enure to the benefit of and be binding upon the
                    parties
                    hereto and their respective successors, assigns and legal personal
                    representatives.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        3

         

        IN
          WITNESS WHEREOF the parties have executed this Agreement as of the day
          and year
          first above written.

        


        
          
            	The
                    Corporate Seal of SUNSHINE
                    COAST	)	  
	HOLDINGS
                    LTD.
                    was hereunto affixed	) 	 
	in the presence of:	) 	c/s
	
                  	) 	 
	/s/
                    Edgar Ross Wightman	) 	 
	
                    

                  	) 	 
	(authorized
                    signatory)	) 	 


          



        
          
            	SIGNED,
                    SEALED AND DELIVERED by 	) 	  
	the Assignor in the presence of:	)  	 
	 	)  	 
	/s/
                    W.S. Horper	) 	/s/
                    James B. Wensveen
	
                    
                      
           
                      (witness's signatory)

                  	) 	
                    

                  
	
                    Occupation: 
                      Accountant

                    Address:
                      7521 Colleen St.

                    Burnaby
                      B.C. V5A 2A5

                  	
                    )

                    )

                    ) 

                  	
                    FORTUNE
                      OIL AND GAS INC.
 


          

        

         

        
          
            	SIGNED,
                    SEALED AND DELIVERED by 	) 	  
	the Assignee in the presence of:	)  	 
	 	)  	 
	/s/ W.S.
                    Horper	) 	 /s/ David
                    Nunn
	
                    
            
                    (witness's signatory)	) 	
                    

                  
	
                    Occupation: 
                      Accountant

                    Address:
                      7521 Colleen St.

                    Burnaby
                      B.C. V5A 2A5

                  	
                    )

                    )

                    ) 

                  	
                    FORTUNE
                      PACIFIC MANAGEMENT LTD.

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

          THIS
            AGREEMENT
            made as
            of the 25th
            day of March, 2004.

           

          BETWEEN:

           

          SUNSHINE
            COAST HOLDINGS LTD.,
            a
            company duly incorporated under the laws of the Province of British Columbia,
            and having its registered office at 300 - 1676 Martin Drive in the City
            of
            Surrey, in the Province of British Columbia, which company holds the
            lands, in
            fee simple, and the premises herein described, as bare trustee, owned
            by A.E.
            Bobsien, doing business as Sunshine Coast Holdings;

           

          (the
            “Landlord”)

           

          AND:

           

          FORTUNE
            PACIFIC MANAGEMENT LTD., of 

          #305
            - 1656 Martin Drive, 

          Surrey,
            B.C.

          V4A
            6E7

          


          (the
            “Tenant “)

          


          


          WHEREAS:

          


          A.
              By
            a
            lease (hereinafter called the “Original Lease”) made as of the 27th
            day
            of September, 2000,
            the
            Landlord did lease and demise unto the Tenant a portion of a building
            (hereinafter and in the Original Lease called the “Building”) at 1656 Martin
            Drive, Surrey, British Columbia, which property is more particularly
            described
            in the Original Lease as follows:

           

                             
            Lot 3 of the South East Quarter of Section 15, Township 1, Plan 56401,
            except
            part subdivided by Plan 60277, New Westminster District.

          


          B.
              The
            term
            of the Original Lease was for three
            (3) years and six (6) months commencing on the day of October, 2000,
            and ending
            on the day of March, 2004,
            with
            rights of renewal as provided in the Original Lease.

          


          C.               
            The Original Lease had as Tenant and Guarantor Fortune
            Oil and Gas Inc.

          


          D.
              By
            agreement, dated September 21, 2001, the Landlord and Tenant changed
            terms of
            the Lease as more particularly set out therein;

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          2

           

          E.
              The
            Landlord and Tenant have agreed to renew the Original Lease for a further
            term
            of three
            (3) years and six (6) months commencing on the 1st
            day of April, 2004.
            The
            Tenant shall pay annual base rent during the term of this renewal lease
            in the
            sum of Ninety Two Thousand and Four Hundred Dollars ($92,400)
            payable
            monthly in advance on the first day of each and every month in consecutive
            monthly installments equal to the base rent of Two Thousand Two Hundred
            and
            Twenty Dollars ($2,220)
            each
            month during the term of this renewal.

           

                            
            The aforesaid base rent is calculated on the basis of $
            15.00
            for each
            square foot of the 1,760
            square
            feet of Rentable Area as specified in the Original Lease.

          


          F.
              The
            Landlord agrees to install new one (1) inch horizontal lowered blinds,
            to the
            building standard, to all exterior windows within six (6) weeks of the
            tenant
            signing this document.

          


          NOW
            THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises,
            the
            grants and mutual agreements herein contained and other good and valuable
            consideration, receipt of which the parties hereby grant, covenant and
            agree as
            follows:

          


          
            	
                    1.

                  	
                    This
                      Agreement shall be read and construed with the Original Lease
                      and the
                      Original Lease shall, effective as of the commencement date,
                      be treated as
                      being modified and amended.

                  
	 	 
	
                    2.

                  	
                    Smoking
                      of tobacco products is not permitted.

                  
	 	 
	
                    3.

                  	
                    Except
                      as modified by this Agreement and the renewals thereof, the
                      Original Lease
                      is in all respects hereby confirmed and is, and shall remain,
                      in full
                      force and effect.

                  
	 	 
	
                    4.

                  	
                    This
                      Agreement shall enure to the benefit of and be binding upon
                      the parties
                      hereto and their respective successors, assigns and legal personal
                      representatives.

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          3

           

          IN
            WITNESS WHEREOF the parties have executed this Agreement as of the day
            and year
            first above written.

           

          
            	Signed,
                    sealed and delivered 	 	Sunshine
                    Coast Holdings Ltd.
	by the Landlord in the presence
                    of:	 	by its authorized signatory
	 	 	 
	/s/ Sandra
                    Kirilanti	 	/s/ Edgar
                    Ross Wightman
	
                    

                  	 	
                    

                  
	
                    (witness'
                      signature)

                     

                    Print Name:   Sandra
                      Kirilanti

                    Residence:    15117
                      Columbia Ave.

                    Address:     
                       White
                      Rock, B.C.

                                           
                      VYB1J2

                    Occupation:  Admin.
                      Assistant

                  	 	Edgar
                    Ross Wightman


          

          


          
            
              	Signed,
                      sealed and delivered    	 	Fortune
                      Pacific Management 
	By the Tenant in the presence
                      of:	 	by its authorized signatory
	 	 	 
	/s/ Ruth
                      Modder	 	/s/ David
                      Nunn
	
                      

                    	 	
                      

                    
	
                      (witness'
                        signature)

                       

                      Print
                        Name:   Ruth Modder

                      Residence:   
                        11322 79th
                        Ave.

                      
                        Address:      
                          W. Delta, B.C. V4C1S7

                        Occupation: 
                          Managing Director

                      

                    	 	David
                      Nunn