exv10w1



 







EXHIBIT
10.1




350 Palladium Drive

Ottawa, Ontario

(Building)




SUBLEASE AGREEMENT



Between:




ZixCorp Canada, Inc.

(Subtenant)




and




Intelligent Photonics Control Corp.

(Sublandlord)




May 20, 2005

Colliers Macaulay Nicolls (Ontario) Inc.




 









 








SUBLEASE AGREEMENT




This Sublease is made as of May 20, 2005 between





INTELLIGENT PHOTONICS CONTROL CORP.

as “Sublandlord”


and





ZIXCORP CANADA, INC.

as “Subtenant”



RECITALS




A.
WHEREAS, Intelligent Photonics Control Corp. entered into that certain lease with Elk
Property Management Limited (“Head Landlord”) dated January 13, 2004 (the “Head Lease”), a copy of
which is attached hereto as Schedule “B”, whereby Sublandlord leased that certain land and part of
the building known as 350 Palladium Drive, City of Ottawa, Province of Ontario, consisting
of approximately 13,154 rentable square feet (“Premises”), with such other rights as may be more
fully described in the Head Lease. The Head Landlord has since remeasured the Premises at 13,209
rentable square feet;




B. WHEREAS, Sublandlord desires to sublease a portion of the Premises to Subtenant and Subtenant
desires to sublease a portion of the Premises from Sublandlord, all upon the terms and conditions
of this Sublease.




     NOW THEREFORE THIS INDENTURE WITNESSES that in consideration of the rents, covenants,
obligations and agreements reserved and contained in this Sublease, the Sublandlord subleases a
portion of the Premises comprising an area of approximately 8400 rentable square feet, comprising
approximately 7300 rentable square feet of Office Area plus 1100 square feet (50%) of the Common
Areas, situated on the second floor of 350 Palladium Drive, Ottawa, Ontario, (the “Subleased
Premises”), as shown on Schedule “A” attached hereto, through Colliers Macaulay Nicolls (Ontario)
Inc., (the “Subtenant’s Agent”) and Coldwell Banker Commercial First Ottawa Realty (the
Sublandlord’s Agent), to the Subtenant on the following terms and conditions:



SECTION 1 — SUBLEASED PREMISES




(1) The Subtenant shall use the Subleased Premises solely for general office purposes.
Sublandlord represents that the Subleased Premises may be used for such purposes without
contravening any zoning or other applicable laws, by-laws and regulations.




     The Subtenant acknowledges that it has inspected the Subleased Premises prior to taking
possession of them, that the Subleased Premises are being accepted in an “as is” condition, that
the taking of possession of the Subleased Premises is conclusive evidence as against the Subtenant
that, at the time of possession, the Subleased Premises were acceptable and that that there is no
promise, representation or undertaking by or binding upon the Sublandlord with respect to any
alteration, remodelling or decoration of the Subleased Premises or the installation of equipment,
fixtures or leasehold improvements in the Subleased Premises, save and except for the following
work to be done by the Sublandlord at its sole cost:




	•	 	All damaged/discolored/inconsistent ceiling tiles to be replaced to match building standard; and
	 
	•	 	A general cleanup of the Premises; and
	 
	•	 	Installation of four (4) office grade doors and doorframes as shown on Schedule “A”, more
specifically described as follows:






     Ø Door, doorframe, and drywall installed to the ceiling (or other secure material agreed
to by both parties) above doorframe to be installed between conference rooms will be badge in to
Subleased Premises from common area and push bar to exit from Subleased Premises




     Ø Door, doorframe, and drywall installed to the ceiling (or other secure material agreed
to by both parties) above doorframe to be installed beside server room and Subleased Premises
will be badge in to Subleased Premises and push bar to exit from Subleased Premises




     Ø Door, doorframe, and drywall installed to the ceiling (or other secure material agreed
to by both parties) above doorframe to be installed between lunchroom and Subleased Premises
will be badge in from cafeteria in to Subleased Premises and push bar to exit from Subleased
Premises



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     Ø Door, doorframe, and drywall installed to the ceiling (or other secure material
agreed to by both parties) above doorframe to be installed adjacent to cafeteria separating
Subtenant and Sublandlord will remain locked at all times, but will open in case of fire alarm; and




	•	 	Providing access card(s) and programming access system to allow Subtenant access to the shared
server room.





     The work listed above will be completed by the Sublandlord at least 45 days prior to the
Commencement Date and available for inspection by the Subtenant.



(2) The Subtenant shall be entitled to the same parking privileges on the same terms as are
provided to the Sublandlord, as Tenant, under the Head Lease.




(3) The final Basic and Additional Rent shall be subject to adjustment based on the actual Rentable
Area of the Subleased Premises as determined from time to time by the Sublandlord and/or the Head
Landlord’s architect in accordance with BOMA standard (ANSI/BOMA Z65.1-1996). The Subleased
Premises are as shown in Schedule “A” attached hereto and forming part of this agreement. The
Subtenant will have exclusive use to the area highlighted in blue; the Subtenant will have shared
access to the common areas highlighted in yellow, more specifically the
Entrance/Lobby, Washrooms, Cafeteria/Lunchroom, and Server Room measuring approximately 2200 square
feet (collectively the “Common Areas”); the Subtenant will not have access to the remainder
(non-shaded) of the Premises which will be occupied by the Sublandlord.




(4) The Subtenant may make any necessary interior alterations and install any new leasehold
improvements in the Subleased Premises at its own expense, subject to (i) both the Sublandlord’s
and Head Landlord’s prior written approvals (not to be unreasonably withheld) of the Subtenant’s
plans and specifications, (ii) compliance with the terms of the Head Lease, and (iii) compliance
with all applicable municipal and governmental regulations. The Subtenant shall use the Landlord’s
contractors for the Subtenant’s work or receive specific approval of the Subtenant’s contractors
from the Landlord, such approval not to be unreasonably withheld, prior to any work being conducted
within the Subleased Premises.




     The Subtenant may remove its trade fixtures and chattels at the end of the Term, if it is not
in default under this Sublease and subject to compliance with the terms of the Head Lease. If
required by the Head Landlord under the Head Lease, the Subtenant shall demolish or remove at the
end of the Term any alterations or improvements made to the Subleased Premises by the Subtenant.



SECTION
2 — TERM




     The term of this Sublease (the “Sublease Term”) shall be for a period of Three (3)
years and Ten (10) months commencing September 1, 2005 the (the “Commencement Date”) and ending at
11:59 PM on June 30, 2009, (the “Termination Date”)



SECTION
3 — BASIC RENT




     Based
on the Subleased Premises containing approximately eight thousand four hundred (8400) square feet of Rentable Area, the Subtenant shall pay to the Head Landlord the following
minimum rent (the “Basic Rent”) payable in advance on the 1st day of each and every
month during the Sublease Term in accordance with the following schedule:



Years 1 to 4 $5.00 net per square foot per annum. All dollar amounts stated in this Sublease
Agreement are in Canadian currency.




SECTION 4 — ADDITIONAL RENT




     The Subtenant shall pay its proportionate share of the real estate taxes, operating
expenses, and utilities attributable to the Premises (the “Additional Rent”), payable to the Head
Landlord in advance on the 1st day of each and every month during the Sublease Term.
This cost is estimated at Eleven Dollars Fifty Six Cents ($11.56) per square foot per year for the
year ending December 31, 2004. This cost is subject to adjustment at year-end in accordance with
the terms of the Head Lease. For clarification purposes, Additional Rent for the calendar year
2005 is $12.09 per square foot.



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With respect to cleaning services, the Subleased Premises will be vacuumed by the Head Landlord’s
contracted cleaning service and refuse will be removed from containers within the Subleased
Premises pursuant to the provisions of the Head Lease. The Subtenant and Head Landlord to agree on
cleaning services by way of a separate Side Letter separate from and outside the terms and
conditions of this Sublease Agreement.




SECTION
5 — GOODS AND SERVICES TAX




     The Goods and Services Tax (GST) is not included in any of the rental calculations
contained in this agreement. The Head Landlord will collect said GST from the Subtenant on a
regular monthly basis throughout the Sublease Term.



SECTION
6 — FIT-UP PERIOD




     The month of August 2005 will be deemed a “fit-up” period. During this period there
shall be no Basic Rent or Additional Rent payable by the Subtenant though the Subtenant shall be
permitted to occupy those areas not affected by the fit-up, provided the Subtenant establishes the
insurance in accordance with the Head Lease and provides the Sublandlord with a copy of said
insurance policy.



SECTION 7 — DEPOSIT




     A deposit equal to two (2) month’s Basic Rent and Additional Rent plus G.S.T. (the
“Deposit”) being Twenty Five Thousand Six Hundred Dollars Eighty Two Cents ($ 25,600.82) payable
to “Coldwell Banker First Ottawa — In Trust”, the Sublandlord’s Agent, shall be tendered within
three (3) business days following acceptance of this Sublease Agreement and the waiver of all
conditions thereto, to be held by the Agent in trust for both parties. Whereupon the parties
hereby authorize and direct the Sublandlord’s Agent to release the Deposit from trust and apply
the Deposit to the commissions payable to both the Sublandlord’s Agent and Subtenant’s Agent
pursuant to this Sublease Agreement, and to pay the balance of the Deposit, if any, to the
Sublandlord. The Sublandlord’s Agent shall advise the Sublandlord in writing of such application
and the Sublandlord shall be immediately deemed to have applied the entire amount of the Deposit
(including commissions payable to the Agents) in payment of the first month’s and last month’s
(June 2009) Basic Rent and Additional Rent due hereunder without interest.



SECTION 8— SUBTENANT’S COVENANTS




     The Subtenant covenants with the Sublandlord as follows:



(1) To pay the Basic Rent and Additional Rent as provided in this Sublease.




(2) To perform and observe all covenants to be observed and performed by the Sublandlord as Tenant
under the Head Lease. The Subtenant shall not do or cause to be done or suffer or permit any act to
be done, which would or might cause the Head Lease, or the rights of the Sublandlord as Tenant
under the Head Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which
would or might cause the Sublandlord as Tenant under the Head Lease to be in default under the Head
Lease or liable for any damage, claim or penalty. The Subtenant agrees to defend, indemnify and
hold the Sublandlord harmless from and against any and all expense (including, but not limited to,
reasonable legal fees), loss, claims or liability arising out of the Subtenant’s use and possession
of the Subleased Premises or the Subtenant’s breach of this Sublease.




(3) The Subtenant covenants with the Sublandlord to take out and maintain, at the sole cost and
expense of the Subtenant, from and after the date the Subtenant takes occupancy of the Subleased
Premises, insurance in accordance with the obligations of the Sublandlord as Tenant under the Head
Lease. Prior to taking occupancy of the Subleased Premises, the Subtenant shall furnish to the
Sublandlord, or at the Sublandlord’s option, directly to the Head Landlord, certificates of a
policy or policies of an insurance company or companies reasonably acceptable to the Sublandlord
evidencing that the required coverage has been obtained.




SECTION 9 — SUBLANDLORD’S COVENANTS




     The Sublandlord covenants with the Subtenant as follows:



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(1) To pay, in accordance with the terms of the Head Lease, the Basic Rent and Additional Rent
payable under the Head Lease;




(2) That the Head Lease is presently in full force and effect and in good standing and all Rent and
other payments required to be made thereunder will be made to the Head Landlord on the Commencement
Date.




(3) That the Subtenant will be provided with sufficient access security cards to provide Subtenant
with proper secured access to the Subleased Premises. The access security cards will be provided at
no charge to the Subtenant, except the Subtenant shall provide a Card Deposit in the amount of
Fifty Dollars ($50.00) per card to the Sublandlord, such deposit to be returned to the Subtenant
upon completion of the Sublease Term.




SECTION 10 — HEAD LEASE TO APPLY




     The rights that the Subtenant is granted by virtue of the Head Lease shall exist only
against the Head Landlord. The Sublandlord shall have no duty to perform any obligations of the
Head Landlord and shall under no circumstances be responsible or liable to the Subtenant for any
default, failure or delay on the part of the Head Landlord in the performance of any obligations
under the Head Lease, nor shall any default of the Head Landlord affect this Sublease or waive or
defer the performance of any of the Subtenant’s obligations under it. However, in the event of any
default or failure of performance by the Head Landlord, the Sublandlord agrees upon notice from
the Subtenant, to make demand upon the Head Landlord to perform its obligations under the Head
Lease.



SECTION
11 — DEFAULT




     If the Subtenant defaults in the performance of any of its obligations under this
Sublease and does not remedy its default at least five (5) days prior to the expiry of the
applicable cure period (if any) provided in the Head Lease, the Sublandlord shall have the same
rights and remedies against the Subtenant as the Head Landlord has against the Sublandlord as
Subtenant, under the Head Lease.



SECTION 12 — LIMITED SIX MONTH NON-DISTURBANCE OF SUBTENANT




     As part of this Sublease Agreement, on or before the seventh (7th) calendar day
following acceptance of this agreement, the Sublandlord shall request the terms under which a
non-disturbance agreement from the Head Landlord in favour of the Subtenant may be procured
whereby to the effect that Subtenant shall not be disturbed in its use, occupation, or possession
of the Subleased Premises or its rights under this Sublease Agreement by any mortgagor, chargor,
encumbrancer, or the Sublandlord for any reason provided that the Subtenant shall not be in breach
of any of its covenants or obligations under this Sublease Agreement. The Sublandlord further
agrees with the Subtenant to reveal, by written or verbal communication, the terms under which the
Head Landlord shall agree, or not, to the Non-disturbance agreement. On or before the end of
business on the seventh (7th) business day following acceptance of this agreement, in
the event the Sublandlord cannot or will not agree to the terms under which the Head Landlord will
approve the non-disturbance agreement, the Subtenant shall be so notified by the Sublandlord in
writing and the Subtenant at its sole discretion may render this Agreement null and void.



SECTION
13 — ASSIGNMENT




     The Subtenant shall not assign this Sublease Agreement or sublet the whole or any part
of the Subleased Premises or permit the Subleased Premises or any part of them to be used or
occupied by others or mortgage or encumber this Sublease, in each case without the prior written
consent of the Head Landlord (under and subject to the terms of the Head Lease) and the
Sublandlord. The consent of the Sublandlord shall not be unreasonably withheld or delayed.
Notwithstanding any assignment or subletting by the Subtenant permitted under this Sublease
Agreement, the Subtenant shall continue to be responsible for all of the obligations of the
Subtenant under this Sublease Agreement.



SECTION
14 — WAIVER




     One or more waivers of any covenant or condition by the Sublandlord shall not be
construed



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as a waiver of a subsequent breach of the same or any other covenant or condition and the consent
or approval by the Sublandlord to or of any act of the Subtenant requiring the Sublandlord’s
consent or approval shall not be construed to waive or render unnecessary the Sublandlord’s consent
or approval to or of any subsequent similar act by the Subtenant.




SECTION
15 — NOTICE




     Any notice, request or demand required or permitted to be given under this Sublease
Agreement will be sufficiently given if personally served or mailed by prepaid registered mail as
follows:



	 	 	 	 	 
	 

	 	(a) to the Sublandlord at:
	 	Intelligent Photonics Control Corp.

350 Palladium Drive, Suite 200

Kanata, On 

K2V 1A8
	 
	 	 	 	 
	 

	 	 	 	Attention: Richard White, CEO
	 
	 	 	 	 
	 

	 	 	 	Phone: 613 599 8821 Ext. 123

Fax: 613 599 1205 

Cell: 613 858 9568
	 
	 	 	 	 
	 

	 	(b) to the Subtenant at:
	 	ZixCorp Canada
	 
	 	 	 	 
	 

	 	 	 	7 Capella Court,
3rd floor

Ottawa, ON

K2E 7X1
	 
	 	 	 	 
	 

	 	 	 	Attention: Mr. Russell Morgan, President

Phone: 613 288 2469

Fax: 613 224 3979






     Any notice that is personally served shall be deemed to have been received on the date on
which it is served and any notice that is mailed shall be deemed to have been received on the
third business day following the date of mailing, except that in the event of any actual or
apprehended stoppage or slowdown of the postal system due to any labour dispute, notices shall be
considered to have been given only on the date of actual delivery.



SECTION
16 — EFFECT




     This Sublease Agreement shall be binding upon the parties to it, their respective
successors and permitted assigns and may not be altered, amended or modified except by written
instrument executed by each of the parties.



SECTION 17 — DELIVERY BY FAX




     Any party may deliver an executed copy of this Sublease Agreement by fax, but that
party shall immediately deliver to the other parties an originally executed copy of this Sublease
Agreement.



SECTION 18 — GOVERNING LAW




     This Sublease will be construed and governed by the laws of the Province of Ontario.



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SECTION 19 — HEAD LANDLORD’S CONSENT




     This Sublease is conditional on the approval of the Head Landlord pursuant to the terms
of the Head Lease in accordance with the Landlord’s Consent attached hereto as Schedule “C”. If
this condition is not satisfied within ten (10) business days following mutual acceptance of this
Sublease, then this Sublease shall be null and void and of no further force or effect.



SECTION 20 — FURNITURE




     The Subtenant shall have access to and be granted use of all furniture currently in the
Subleased Premises during the entire term and any renewal periods including any expansion space
taken during the term of the Sublease. The furniture included in this Sublease Agreement will be
as depicted in the Subleased Premises on Schedule “A” attached hereto.



     The Subtenant will be granted an Option to Purchase the Furniture at the Termination Date,
provided the Subtenant is not in default under this Sublease Agreement and occupies the Subleased
Premises for the entire Sublease Term, at a purchase price to be mutually negotiated within the
last 90 days of the Sublease Term; failing which the Furniture will remain the sole property of
the Sublandlord and the Subtenant shall return the Furniture to the Sublandlord is good working
condition, repairing any damages to the Furniture, normal wear and tear excluded.



     By way of a separate side letter, the Sublandlord will agree to assign ownership of the
furniture contained in the Subleased Premises to the Subtenant for the duration of the Sublease
Term. The assignment will revert back to the Sublandlord on the last day of the Sublease term, and
the Subtenant will have the right to purchase the furniture under the terms stated above. Both
parties acknowledge that the purpose of the side letter is to ensure that the Subtenant will not
forfeit use of the furniture during the Sublease term in the event that the Sublandlord is in a
position of default under the Head Lease.



SECTION 21- SIGNAGE




     The Subtenant will receive the “building” signage rights currently available to the
Sublandlord in the Head Lease. There shall be no leasing fee for this right, however, any costs
associated with such signage will be the Subtenant’s sole responsibility.



     The Sublandlord shall retain its current pedestal signage and offer the Subtenant the
Sublandlord’s right to Building Signage plus the right of first refusal to the Sublandlord’s
pedestal signage when such opportunity becomes available. The Subtenant shall obtain the
Landlord’s prior written approval for the design, size, location and placement of the Building
Signage it intends to place on the building. For clarification purposes, The Subtenant will have
the right to place its name or logo on the south exterior facade and the west exterior fagade of
the building; more specifically, with respect to the west exterior fagade, only over the windows
on the part of the fagade that protrudes from the balance of the west facade.



SECTION 22 — OPTION TO LEASE ADJOINING SPACE




     Provided the Subtenant is not been in breach of its covenants and obligations under the
Sublease, the Sublandlord hereby grants to the Subtenant the option to lease any adjoining space
within the Premises, on any floor in the Building, which becomes available for lease. Said option
is subject to any other rights of other Subtenants. The Sublandlord agrees to deliver to the
Subtenant notice in writing identifying the available space and the date on which it will be
available. The Subtenant shall have seven (7) days from the date of such notice within which to
exercise the option to sublease. The term of the Sublease of the said adjoining space shall
commence on the date mutually agreed upon by Sublandlord and Subtenant. The Gross Rent payable on
the said space shall be at the current Gross Rent in this Sublease. The Subtenant shall not have
the right to assign this option to lease adjoining space except in conjunction with a permitted
assignment of all its rights under this Sublease.



SECTION 23 — CONDITIONAL UPON SUBTENANT EXECUTIVE COMMITTEE APPROVAL




     This Sublease Agreement is conditional for ten (10) business days after acceptance by
both parties for the benefit of the Subtenant to obtain final Subtenant Executive Committee
approval. This



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condition may be waived by the Subtenant at any time by giving notice in writing to the
Sublandlord. If the Subtenant does not waive this condition upon written notification to the
Sublandlord, this Sublease Agreement shall become null and void




SECTION 24 — USE OF COMMON AREAS




     Throughout the Term of this Sublease Agreement, the Subtenant shall have continuous, shared
access to the Common Areas identified in Recital B above, if both the Subtenant and Sublandlord are
not in default under the Head Lease.



     As part of the ‘non-disturbance’ requirement by the Subtenant, as described herein in Section
12, if the Sublandlord is ever in a position of default, the Head Landlord will guarantee
continuous shared use of the Common Areas or the right of exclusive access to the Common Areas
under this Sublease or any subsequent new Head Lease negotiated between the Subtenant and the Head
Landlord, subject to Section 12 of this Sublease Agreement. The parties acknowledge that the issues
contained in this paragraph will be dealt with exclusively in the Head landlord’s Consent document
and, as such, the Sublandlord has no jurisdiction to guarantee any such action(s) under this
Sublease Agreement.



     Under any circumstance, should the Sublandlord withdraw the Subtenant’s right to access the
common areas identified in Recital B, the Subtenant will be granted the right to terminate this
Sublease Agreement with ninety (90) days written notice to the Sublandlord. Under the above
circumstances, there shall be no penalty payable if an early termination is requested by the
Subtenant.



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SECTION 25 ACCEPTANCE




     This Sublease Agreement shall be irrevocable by the Sublandlord and open for acceptance
by the Subtenant until 4:00 p.m. on the 25th day of May 2005, after which time, if not
accepted, this Sublease shall be null and void.



In witness of which the parties have executed this Sublease.




	 	 	 	 	 
	 	 	ZIXCORP CANADA, INC.
	 
	 	 	 	 
	 	 	Dated this
19 day of May, 2005
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Morgan
	 

	 	 	 	 
	 

	 	 	 	Name: R. MORGAN
	Witness

	 	 	 	Title: PRESIDENT, ZIXCORP CANADA
	 	 	I/We have authority to bind the Corporation.
	 
	 	 	 	 
	 	 	INTELLIGENT PHOTONICS CONTROL CORP.
	 
	 	 	 	 
	 	 	Dated this 19 day of May, 2005
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard White
	 

	 	 	 	 
	 

	 	 	 	Name: RICHARD WHITE
	Witness

	 	 	 	Title: PRESIDENT & CEO, IPC
	 	 	I/We have authority to bind the Corporation






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Schedule “A”




Plan of Subleased Premises

350 Palladium Drive, 2nd Floor









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Schedule “B”




Head Lease

350 Palladium Drive

Ottawa, ON




A copy of Head Lease is herein acknowledged as having been provided by the Sublandlord to the
Subtenant.




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Schedule “C”




Landlord’s Consent to Sublease




	 	 	 	 	 
	TO:

	 	Intelligent Photonics Control Corp.	 	 
	 
	 

	 	 	 	(“SUBLANDLORD”)
	AND TO:

	 	ZixCorp Canada, Inc.	 	 
	 
	 

	 	 	 	(“SUBTENANT”)






WHEREAS by a lease expiring on June 30, 2009 (“Head Lease”) made between Elk Property
Management Limited (“Head Landlord”) and Intelligent Photonics Control Corp. (“Sublandlord”), the
Head Landlord leased to the Sublandlord certain premises comprising 13,154 square feet (“Premises”)
representing the entire building municipally known as 350 Palladium Drive, Ottawa, Ontario which
premises are more particularly described in the Head Lease;




AND WHEREAS the Sublandlord and the Subtenant have agreed to enter into a Sublease for
approximately 8,000 square feet, representing a portion of the Premises as evidenced by the
executed Sublease Agreement dated May 20, 2005, subject to the
consent of the Landlord;


 NOW
THEREFORE in consideration of the sum of Five Dollars ($5.00) now paid to the Landlord and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by
the Landlord, the Landlord:





	 	1)	 	consents to the Sublease by the Sublandlord to the Subtenant of the Subleased
Premises, provided that this consent shall not be deemed to authorize any further or other
assignment or subletting with respect to the Head Lease or the Sublease and shall not be
deemed to release the Sublandlord from any of their obligations under the Head Lease;
	 
	 	2)	 	consents to the use of the Subleased Premises for the purposes of office space only;
	 
	 	3)	 	acknowledges that the Head Lease is a good, valid and subsisting lease and is
presently in good standing and to the knowledge of the Landlord as of the date hereof
there is no existing default under the Head Lease by either the Landlord or the
Sublandlord;
	 
	 	4)	 	agrees that no further amendments will be made to the Head Lease which will have a
detrimental affect on the rights and obligations of the Subtenant without the prior
written consent of the Subtenant; and
	 
	 	5)	 	in the event of early termination of the Head Lease for any reason, including the
default of the Tenant, the Landlord agrees to be bound by the terms of the Sublease as if
it was the Sublandlord under the Sublease; and





IN WITNESS WHEREOF, the Landlord consents to the subject Sublease Agreement and has
executed this Consent to Sublease Agreement
in      , dated _____ day of
________,
2005.




Elk Property Management Limited




	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 
	Per:
	 	 	 	 
	Title:
	 	 	 	 
	I/We have the authority to bind the Corporation.	 	 






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