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Exhibit 10.73
 LEASE
   855
HOMER STREET INC.
   BUSINESS OBJECTS CORP.
   BUSINESS OBJECTS AMERICAS




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TABLE
OF CONTENTS
 PageARTICLE 1 - DEFINITIONS
    
    
    11.1 Definitions
    
    
    1ARTICLE 2 - CONSTRUCTION AND FIXTURING OF LEASED PREMISES
    
    
    92.1 Landlords and Tenants Work
    
    
    92.2 Acceptance of Leased Premises
    
    
    92.3 Tenants Work
    
    
    92.4 Tenants Trade Fixtures
    
    
    102.5 Signage
    
    
    10ARTICLE 3 - DEMISE AND TERM
    
    
    103.1 Demise and Term
    
    
    103.2 Readjustment
    
    
    11ARTICLE 4 - RENTAL
    
    
    114.1 Rental
    
    
    114.2 Tenants Portion
    
    
    124.3 Payment of Rental
    
    
    124.4 Reporting of Costs
    
    
    124.5 Rental for Irregular Periods
    
    
    134.6 Deposit
    
    
    13ARTICLE 5 - CONDUCT OF BUSINESS
    
    
    135.1 Use of Leased Premises
    
    
    135.2 Landlords Special Remedies
    
    
    15ARTICLE 6 - REPAIRS
    
    
    156.1 Tenants Repairs
    
    
    156.2 Landlords Examination of Leased Premises
    
    
    166.3 Repairs by Designated Tradesmen
    
    
    166.4 Repair at End of Term
    
    
    176.5 Fee for Supervision
    
    
    176.6 Landlords Right to Enter for Repairs
    
    
    176.7 Landlords Repairs
    
    
    186.8 Damage or Destruction
    
    
    186.9 Termination
    
    
    196.10 Tenants Obligation to Rebuild
    
    
    196.11 Landlords Election
    
    
    19ARTICLE 7 - COMMON AREAS
    
    
    197.1 Tenants Covenants
    
    
    197.2 Landlords Covenants
    
    
    207.3 Satellite and Communications
    
    
    217.4 Emergency Generators
    
    
    21ARTICLE 8 - ASSIGNMENT, SUBLETTING
    
    
    218.1 Tenants Covenants
    
    
    21ARTICLE 9 - INSURANCE
    
    
    229.1 Tenant to Insure
    
    
    229.2 Landlord to Insure
    
    
    23ARTICLE 10 - TENANT ALTERATIONS
    
    
    2310.1 Painting and Decorations
    
    
    2310.2 Landlords Property
    
    
    2410.3 Prohibitions
    
    
    24
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Page10.4 No Liens
    
    
    25ARTICLE 11 -
PUBLIC UTILITIES, TAXES, ETC.
    
    
    2511.1 Public Utilities, Business Tax, and Machinery
    
    
    2511.2 Payment of Taxes
    
    
    2511.3 Penalties
    
    
    2611.4 Rental Taxes
    
    
    2611.5 Indemnity
    
    
    26ARTICLE 12 - EXCLUSION OF LIABILITY AND INDEMNITY
    
    
    2612.1 Tenants Indemnity
    
    
    2612. 2 Landlords Indemnity
    
    
    2612.3
Exclusion of Liability
    
    
    27ARTICLE 13 - LANDLORDS RIGHTS AND REMEDIES
    
    
    2713.1 Default
    
    
    2713.2 Bankruptcy
    
    
    2813.3 Payment of Landlords Expenses
    
    
    2913.4 Landlords Right to Relet
    
    
    2913.5 Right of Landlord to Perform Tenants Covenants
    
    
    2913.6 Interest
    
    
    3013.7 Right of Landlord to Seize
    
    
    3013.8 Non-waiver
    
    
    3013.9 Remedies Cumulative
    
    
    30ARTICLE 14 - MORTGAGES AND ASSIGNMENTS BY LANDLORD
    
    
    3014.1 Sale or Financing of Building
    
    
    3014.2 Subordination
    
    
    3114.3 Status Statement
    
    
    3114.4 Registration
    
    
    3114.5 Assignment by Landlord
    
    
    3114.6 Non-disturbance Agreement
    
    
    31ARTICLE 15 - OVERHOLDING TENANT
    
    
    3215.1 Month to Month Tenancy
    
    
    32ARTICLE 16 - LANDLORDS COVENANTS
    
    
    3216.1 Landlords covenants
    
    
    3216.2 Exception
    
    
    3316.3 Environment Warranty  Landlord
    
    
    33ARTICLE 17 - LEGAL RELATIONSHIP
    
    
    3417.1 No Partnership
    
    
    3417.2 Several Tenants
    
    
    3417.3 Successors, etc.
    
    
    34ARTICLE 18 - NOTICE
    
    
    3418.1 Notice
    
    
    34ARTICLE 19 - GENERAL CONDITIONS
    
    
    3519.1 Garbage, Debris
    
    
    3519.2 Compliance with Laws
    
    
    3619.3 Rules and Regulations
    
    
    36ARTICLE 20 - MISCELLANEOUS
    
    
    3620.1 Management of Building
    
    
    3620.2 Showing Leased Premises and Signage
    
    
    3620.3 Time of the Essence
    
    
    3620.4 Captions
    
    
    3770.5 Governing Law
    
    
    3720.6 Severability
    
    
    37
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Page20.7 Tenant Acknowledgements
    
    
    3720.8 Entire Agreement
    
    
    3720.9 Net Lease
    
    
    37ARTICLE 21 - RENEWAL
    
    
    3721.1 Renewal
    
    
    3721.2 Office Premises
    
    
    3821.3 Arbitration
    
    
    3821.4 No Further Renewal
    
    
    3921.5 Notification by Landlord
    
    
    39ARTICLE 22 - RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER
    
    
    3922.1 Right
of Fist Refusal to Lease Available Premises
    
    
    3922.2 Right of First Offer
    
    
    4022.3 Exceptions
    
    
    41ARTICLE 23 - TENANTS OPTION TO SURRENDER
    
    
    4123.1 Tenants Option to Surrender Leased Premises
    
    
    4123.2 Exception
    
    
    4223.3 Partial Floor Areas
    
    
    42ARTICLE 24 - TENANT IMPROVEMENT ALLOWANCE AND DEMOLITION
ALLOWANCE
    
    
    4324.1 Tenant Improvement Allowance
    
    
    4324.2 Demolition Allowance
    
    
    43ARTICLE 25 - INDEMNITY
    
    
    4425.1 Indemnity
    
    
    4425.2 Enforcement of Indemnity
    
    
    4425.3 Continuation of Indemnity
    
    
    4425.4 No defence
    
    
    4525.5 Modification in writing
    
    
    4525.6 Authority
    
    
    4525.7 Enurement
    
    
    4525.8
Assignments, Reorganization, etc.
    
    
    4525.9 New Lease
    
    
    4525.10
Governing Law and Attornment
    
    
    46ARTICLE 26 - DISPUTE RESOLUTION
    
    
    4626.1 Dispute Resolution
    
    
    46ARTICLE 27 -
SIXTH FLOOR PREMISES
    
    
    4627.1 Sixth Floor
    
    
    46SCHEDULE A
    
    
    A-lSCHEDULE B
    
    
    B-lSCHEDULE C
    
    
    C-lSCHEDULE D
    
    
    D-lSCHEDULE E
    
    
    E-l
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855
HOMER STREET INC.,
   BUSINESS OBJECTS CORP.,
  BUSINESS OBJECTS AMERICAS
   ARTICLE1 DEFINITIONS
 1.1
    
    Definitions
  (a)
    
    Acceptance Noticehas the meaning given in section 22.1 (b);(b)
    
    Additional Premiseshas the meaning given in section 22.1(a);(c)
    
    Additional Rentalmeans all monies to be paid by the Tenant whether to the
Landlord or otherwise under this Lease except Minimum Rental;(d)
    
    Architectmeans the professional architect for the Building from time to time
named by the Landlord and as to any Architects certificates provided for in this
Lease, the decision of the Architect and his or her certificate shall bind the parties
hereto;(e)
    
    Area of the Leased Premisesmeans the square foot area of the Leased Premises
calculated in accordance with BOMA;(f)
    
    Assignmenthas the meaning in section 8.1(a);




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(g)
    
    BOMAmeans a calculation of area in accordance with the methods of measuring rentable
office areas as described in the Standard Method for Measuring Floor Area in Office
Buildings, ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association
International;(h)
    
    Building means the building located at 855 Homer Street, Vancouver, British Columbia,
together with all improvements, machinery and equipment located therein, all as situate within
and upon the Property and includes all common property for the Strata Corporation;(i)
    
    Commencement Date meansMay 1, 2005;(j)
    
    Common Area Maintenance Costs means the total, without duplication, of the expenses
incurred by the Landlord for operating, renting, maintaining, insuring, repairing the
Building, including the Common Facilities and the Common Areas of the Building based on
generally accepted accounting principles including, subject to the limitations set forth
below, the following:
 (i)
    
    the costs:
 (A)
    
    of repairing, operating and maintaining the Building and the
Common Facilities and Common Areas of the Building;(B)
    
    incurred by the Landlord to make alterations, replacements or
additions to the Building or any Common Facilities or Common Areas which:
 (1)
    
    reduce Common Area Maintenance Costs;(2)
    
    are to the following equipment serving the
Building (unless such costs are material upgrades):
 a)
    
    the Heating Plant;b)
    
    elevator;c)
    
    security; andd)
    
    Safety;
 (3)
    
    need replacement from time to time as a
result of ordinary wear and tear (e.g. carpets);(4)
    
    improve the operation of the Building in a
manner which is of material benefit to either the Tenant or the
operation of the Tenants business; or(5)
    
    are necessary, in the opinion of the
Landlord, acting reasonably to maintain the Building to its current
standard;
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(ii)
    
    periodic depreciation, at rates determined by the Landlord, but not to exceed the
maximum permitted to the Landlord under the provisions of the Income Tax Act,Canada, as
amended from time to time, or any legislation substituted therefor, on the equipment and
machinery employed in operating, maintaining, repairing, and replacing the Common
Facilities or the Common Areas and to be amortized over the useful life of such equipment
and machinery;(iii)
    
    premiums paid by the Landlord or by others for the insurance described in section 9.2 of
this Lease, and for insurance against Insurable Hazards in respect of the Common Areas;(iv)
    
    the expense for gardening and landscaping, window cleaning, janitorial services, equipment,
lighting, sanitary control, removal of snow, and the cleaning of Parking Facility;(v)
    
    independent contract costs, and wages, paid for maintenance, security and operating
personnel, whether full or part time, which pertain to the Building including payments for
workers compensation, unemployment insurance, vacation pay, Canada Pension Plan, and other
fringe benefits whether statutory or otherwise;(vi)
    
    the cost of equipment furnished to personnel in respect of maintaining and repairing the
Common Areas;(vii)
    
    the cost of electrical power, heating, air-conditioning, lighting and all utilities
furnished to the Common Areas and Common Facilities;(viii)
    
    all other expenses, paid or payable by the Landlord in connection with the operation of the
Building, including, without duplication, all assessments and maintenance fees levied by the
Strata Corporation in respect of common or other expenses incurred by the Strata Corporation
which the Strata Corporation is entitled to levy pursuant to the Strata Property Actor the
bylaws of the Strata Corporation; and(ix)
    
    an administrative and supervisory fee, being an agreed pre-estimate of the overhead expenses
of the Landlord which are not reasonable capable of being allocated or directly attributed to
the maintenance, operation, supervision or administration of the Building, equal to five
percent (5%) of the minimum rental received from the Gross Leasable Area.
  (A)
    
    all amounts which otherwise would be included in Common Area Maintenance
Costs which are recovered by the Landlord from tenants (other than under sections of
their leases comparable to section 4.1(b) of this Lease);(B)
    
    such of the Common Area Maintenance Costs as are recovered from insurance
proceeds, to the extent such recovery represents
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reimbursements for costs previously included in Common Area Maintenance
Costs;(C)
    
    interest on debt and capital retirement of debt;(D)
    
    ground rent payable by the Landlord to the owner of the Property under any ground lease of
the Property;(E)
    
    the amount allocated from time to time by the Landlord to, and relating to the Property and
Building of, any capital tax payable by the Landlord or the owners of the Property and
Building under any legislation, provincial or federal, imposing taxes on account of capital,
calculated as if the Building were the only property of the Landlord or the owners of the
Property and Building;(F)
    
    costs of replacing structural components of the roof, foundations, subfloors and outer
walls of the Building and material repairs to such components, being any repairs which, when
taken together with any other repairs to the same component over any five (5) consecutive
years, constitute a repair to 35% of the roof, foundations, subfloors or outer walls, as the
case may be;(G)
    
    costs for the initial installation of all external glazing and costs of correcting
construction defects as they relate to the base Building finishes;(H)
    
    costs for which the Landlord is reimbursed by other tenants of the Building;(I)
    
    any bad debt loss, rent loss, or reserves for bad debts or rent loss;(J)
    
    costs associated with the operation of the business entity which constitutes the Landlord as
the same are distinguished from the costs of operation of the Building, including accounting
and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling,
syndicating, financing, mortgaging or hypothecating any of the Landlords interest in the
Building, costs of any disputes between the Landlord and its employees (if any) not engaged
in the Building operation, disputes of Landlord with building management, or fees or costs
paid in connection with disputes with other tenants;(K)
    
    fines or penalties and interest thereon arising from the acts or omissions of the Landlord
or those for whom it is responsible for at law;(L)
    
    subject to section 9.2, any damage or loss resulting from any casualty for which the
Landlord receives insurance proceeds (except to the extent of any deductible);(M)
    
    subject to section 16.3, the cost of removing, encapsulating or otherwise abating any
Contaminants in or about the Building (except if placed or
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caused by the Tenant or those for whom the Tenant is responsible at law);(N)
    
    legal fees pertaining to leasing issues, space planners
fees, real estate brokers leasing commissions, lease take-over costs,
advertising and marketing expenses and all other leasing expenses; and(O)
    
    the wages of an employee for the periods of time that such
employee is not devoting his or her tune to the Building (allocations of the
time pooled employees are permitted);
 (k)
    
    Common Areas means those areas that are designated (which designation may be changed from
time to time) by the Landlord as Common Areas, including, without limitation, the roof
including the roof membrane, exterior walls, public walkways, public hallways, public
washrooms, mechanical rooms, Parking Facility, elevators, sidewalks, landscaped areas and
driveways;(l)
    
    Common Facilitiesmeans the electrical, public address systems, heating, ventilating,
air-conditioning, plumbing, and drainage equipment and installations and any enclosures
constructed therefor, stairways, signs, lamp standards, public washroom facilities and parking
deck and all other facilities which are provided or designated (which designation may be
changed from time to time) by the Landlord;(m)
    
    Contaminantsmeans any pollutants, contaminants, deleterious substances, underground or
aboveground tanks, asbestos materials, urea formaldehyde, dangerous substances or goods,
hazardous, corrosive or toxic substances, special waste or waste of any kind or any other
substance which is now or hereafter prohibited, controlled or regulated under Environmental
Laws;(n)
    
    Cost of Heating, Ventilating, and Air-conditioningmeans the total, without duplication,
of the expenses incurred by the Landlord for operating, maintaining, repairing, and replacing
the Heating Plant and any part of the heating, ventilating and air conditioning system based
on generally accepted accounting principles including, subject to the limitations set forth
below, the following:
 (i)
    
    The amount expended by the Landlord or others for supply and/or storage of
fuel, water, electricity, oil, gas, or other form of energy and additives for the
Heating Plant;(ii)
    
    Independent contract costs, and wages, paid to maintenance and operating
personnel, for maintaining and operating the Heating Plant, including payments for
workers compensation, unemployment insurance, vacation pay, Canada Pension Plan, and
other fringe benefits whether statutory or otherwise;(iii)
    
    The cost of acquiring, maintaining and replacing equipment used to maintain
and repair the Heating Plant;(iv)
    
    The cost of repairs, maintenance, and replacements to the Heating Plant that
are properly chargeable, in accordance with sound accounting practice, to operating
expenses, as distinguished from capital replacements or improvements;
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(v)
    
    Depreciation, at rates determined by the Landlord, but not to exceed the
maximum permitted under the provisions of the Income Tax Act,Canada, from time to
time, or any legislation substituted there for, on the capital cost of the
facilities in the Heating Plant, and any capital replacements thereto to be
amortized over the useful life of such facilities; and(vi)
    
    the total annual cost of boiler and pressure vessels insurance coverage paid
by the Landlord or by others for insurance.
  (i)
    
    all amounts which otherwise would be included in Cost of Heating, Ventilating
and Air-conditioning which are recovered by the Landlord from tenants (other than
under sections of their leases comparable to section 4.1(b) of this Lease);(ii)
    
    such of the Cost of Heating, Ventilating and Air-conditioning as are
recovered from insurance proceeds, to the extent such recovery represents
reimbursements for costs previously included in Cost of Heating, Ventilating and
Air-conditioning;(iii)
    
    costs for which the Landlord is reimbursed by other tenants of the Building;(iv)
    
    subject to section 9.2, any damage or loss resulting from any casualty which
the Landlord covenanted to insure against (except to the extent of any deductible);
and(v)
    
    capital costs for replacements resulting in material upgrades to existing
building equipment or systems, including the replacement of Heating Plant systems and
the main electrical transformers;
 (o)
    
    Cost of Insurancemeans the cost to the Landlord to take out public liability insurance
and rental insurance in respect of the Building and to insure the Building against damage
from Insurable Hazards to the limits that the Landlord may from time to time determine but
not in excess of the replacement cost of the Building, and not in duplication of the
insurance carried by the Strata Corporation, the cost of which is included in Common Area
Maintenance Costs;(p)
    
    Demolition Allowancehas the meaning given in section 24.2;(q)
    
    Demolition Workhas the meaning given in section 24.2;(r)
    
    Environmental Lawsmeans any statutes, laws, regulations, orders, bylaws, standards,
guidelines, permits and other lawful requirements of any governmental authority having
jurisdiction over the Leased Premises and the Building now or hereafter in force relating in
any way to the environment, health, occupational health and safety, product liability or
transportation of dangerous goods, including the principles of common law and equity;(s)
    
    First Refusal Premiseshas the meaning given in section 22.1;(t)
    
    Fixturing Periodmeans the period set out in section 2.1(c);
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(u)
    
    Fixturing Period Commencement Date means the later of the completion of the
Landlords Work and February 1, 2005;(v)
    
    Gross Leasable Area means the aggregate floor area in square feet of all leasable area in
the Building excluding Common Areas and for the purposes of this definition floor area shall
be calculated in accordance with BOMA and if there is a dispute as to the calculation of any
area in this definition it is agreed that that dispute shall be resolved by a professional
British Columbia land surveyor named by the Landlord, whose decision shall bind the Landlord
and the Tenant;(w)
    
    Seating Plant means the heating, ventilating, and air-conditioning plants and systems
necessary to heat, ventilate, and air-condition the Building, including the Common Areas, and
all Leased Premises therein and includes, without limitation, the chilled or heated water or
air generating facilities and any storage and distribution systems leading therefrom together
with any cooling towers, pumps and all other equipment and facilities necessarily connected
therewith;(x)
    
    Indemnity has the meaning given in section 26.1;(y)
    
    Insurable Hazardsmeans fire and those other perils for which insurance is available and
which in the opinion of the Landlord, acting reasonably, should be protected by insurance;(z)
    
    LandlordsWork means the work to be performed by the Landlord at its cost and expense
more particularly set out in section A of Schedule A hereto;(aa)
    
    Lease means this Lease, all schedules attached hereto, the Architects certificates, if
any, all certificates issued by the Landlord under this Lease and the rules and regulations
made from time to time by the Landlord under the provisions of this Lease;(bb)
    
    Lease Cancellation Provisionhas the meaning given in section 23.1;(cc)
    
    Lease Yearmeans a twelve (12) month period commencing with the first day of January in
one calendar year and ending on the last day of December thereof, provided that the first
Lease Year shall commence on the Commencement Date and end on the last day of December next
following and the last Lease Year shall end on the last day of the term of this Lease and
commence on the first day of January next proceeding that date;(dd)
    
    Leased Premisesmeans the premises
located at 855 Homer Street, Vancouver, B.C. comprising
those portions of Strata Lot 2, Strata Plan LMS156 as shown crosshatched on the plan annexed
hereto as Schedule C, subject to section 27.1 of this Lease;(ee)
    
    Minimum Rentalmeans the minimum annual rental reserved hereunder payable by the Tenant as
set out in section 4.1(a);(ff)
    
    Negotiation Periodhas the meaning given in section 26.1;(gg)
    
    Parking Facilitymeans the parking garage located in the
Building;
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(hh)
    
    Propertymeans the lands situate in the City of Vancouver, in the Province of British
Columbia more particularly described in Schedule D annexed hereto together with the
buildings, improvements and facilities from time to time located thereon;(ii)
    
    Renewal Notification Period has the meaning given in section 21.1;(jj)
    
    Rental means and includes Additional Rental and Minimum Rental;(kk)
    
    Rental Taxesmeans any tax or duty charged upon the Landlord or the Tenant which is levied,
rated or assessed on the act of entering into this Lease or otherwise
on account of this Lease
or on the use or occupancy of the Leased Premises or any portion thereof, or on the Rental
(except the Rental Taxes component thereof) payable under this Lease, whether existing as at
the date hereof or hereafter charged by any governmental authority, including without
limitation, a goods and services tax imposed under Part IX of the Excise Tax Act,a value
added tax, a business transfer tax, a retail sales tax, a federal
sales tax, an excise tax or
duty or any tax similar to the foregoing, together with any penalty or
interest assessed or imposed with respect to the foregoing taxes;(ll)
    
    Right of First Refusalhas the meaning
given in section 22.1;(mm)
    
    Rules and Regulationsmeans the rules and regulations set forth in Schedule E, as may be
amended, replaced or modified by the Landlord from time to time, acting reasonably provided
any such amendments, replacements or modifications do not materially adversely affect the
Tenant;(nn)
    
    Special Equipmentmeans any special equipment required by the Tenant to be installed in
the Leased Premises, including but not limited to telephone, computer and other special
communications equipment and facilities;(oo)
    
    Storage Area has the meaning given in section 7.1(c);(pp)
    
    Strata Corporationmeans the Strata Corporation which was formed under the Strata Property
Act,S.B.C. 1998 c. 43 upon the deposit of the strata plan dividing the Property into strata
lots and the council of that Strata Corporation, as constituted pursuant to the provisions of
the Strata Property Act;(qq)
    
    Strata Plan means Strata Plan LMS156;(rr)
    
    Surrender Datehas the meaning given in
section 23.1(a)(ss)
    
    Surrendered Areahas the meaning given in section 23.1;(tt)
    
    Tax Costmeans the total, without duplication, of sums paid or payable by the Landlord or
others in respect of Taxes;(uu)
    
    Taxes means the real property taxes (including local improvement rates), licence fees,
assessments or other charges, rates, duties, assessments, water taxes or school taxes levied
or imposed by any provincial, municipal, school or other authority against Strata Lot 2,
Strata Plan LMS156;(vv)
    
    Tenant Improvement Allowancehas the meaning given in section 24.1;
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(ww)
    
    Tenants Work means the work to be performed by the Tenant at its cost and
expense more particularly set out in Section B of Schedule A; and(xx)
    
    Term means the term of this Lease set out in section 3.1, and any
renewal or extension thereof.
 ARTICLE 2  CONSTRUCTION AND FIXTURING OF LEASED PREMISES
 2.1
    
    Landlords and Tenants Work
 (a)
    
    Landlords Work. The Tenant acknowledges that it has entered into these
presents on the express understanding that the Landlords Work in the Leased Premises
is limited to the scope of construction delineated as Landlords Work in Schedule A
which are to be at the Landlords sole cost and expense. The Landlord covenants and
agrees that subject to force majeure, it will substantially complete the Landlords
Work prior to the Fixturing Period Commencement Date.(b)
    
    Tenants Work. The Tenants Work includes, but is not limited to, the
installation, at the option of the Tenant, of a stairwell between the fifth and sixth
floors of the Building, and the procurement and installation, at its own cost and
expense, of those items set out in Schedule A which are to be installed and/or
procured by the Tenant in accordance with the procedures set out in Schedule B and all
that other work that the Tenant may desire to perform in the Leased Premises and to
which the Landlord may agree (provided no work shall be commenced by the Tenant until
that time as plans and specifications relating to such work have been supplied to the
Landlord and the Architect and approved by them in writing, acting reasonably). The
Tenant shall be responsible for obtaining all building permits and licences with
respect to the Tenants Work, at it sole cost and expense.(c)
    
    Fixturing Period. The Tenant shall have possession of the Leased
Premises for the period commencing on the Fixturing Period Commencement Date up
to and including April 30, 2005 (the Fixturing Period) for the purpose of
fixturing the Leased Premises. Notwithstanding any other provision of this Lease, the
Tenant shall not be required to pay any Rental during the Fixturing Period. In the
event the Tenant completes its fixturing of the Leased Premises prior to the end of
the Fixturing Period, the Tenant may open for business in the Leased Premises prior to
the Commencement Date, but the Tenants obligation to pay Rental shall not begin until
the Commencement Date. Except with respect to the payment of Rental during the
Fixturing Period, the Tenant shall be bound by all the terms and conditions of this
Lease from and after the Fixturing Period Commencement Date.
 2.2
    
    Acceptance of Leased PremisesSubject to sections 2.1(a) and 27.1, the Tenant hereby accepts the Leased Premises on an
as is basis.2.3
    
    Tenants WorkAny work or equipment other than those items specifically enumerated as Landlords Work
shall be performed and supplied by the Tenant at its sole cost and expense, and the Tenant
covenants and agrees that it shall, in accordance with the requirements of the relevant
governmental
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authorities, if any and with the procedures set out in Schedule B and subject to the
provisions of Article 10 respecting obtaining the consent of the Landlord, fully equip the
Leased Premises with all trade equipment, lighting fixtures, furniture, operating equipment
including any Special Equipment the Tenant may require, furnishings, fixtures, floor
coverings, heating, ventilating and air-conditioning equipment, and any other equipment
necessary for the proper operation of the Tenants business and that installation shall be
completed without damage to the structure of the Leased Premises or to the heating,
ventilating, air-conditioning, sprinklers, plumbing, electrical, and other mechanical
systems of the Building.2.4
    
    Tenants Trade FixturesThe Tenant agrees that any alterations, additions, improvements, and fixtures made to or
installed upon or in the Leased Premises at the expense of the Tenant (other than, at the
option of the Tenant, the Tenants Special Equipment and trade fixtures), shall remain upon
and be surrendered to the Landlord with the Leased Premises as part thereof upon the
expiration or earlier termination of this Lease and shall become the absolute property of
the Landlord. In the event the Tenant elects to remove its Special Equipment and trade
fixtures, or any part thereof, the Tenant covenants and agrees to make good any damage or
injury caused to the Leased Premises resulting from that removal, reasonable wear and tear
only excepted.2.5
    
    Signage
 (a)
    
    The Tenant may install exterior Building signage and lobby and floor directory
signage of a kind and size and affixed or installed in a manner approved in writing by
the Landlord, such approval not to be unreasonably withheld or delayed, and subject to
the prior approval of the City of Vancouver, where required. The Landlord agrees, at
the Tenants cost and expense, to obtain signage approval for the Tenant with respect
to the building directory and any other Building signage from the City of Vancouver,
and to provide a power source for the Tenants backlit signage, at the cost of the
Tenant.(b)
    
    Throughout the Term, provided the Tenant fully occupies at a minimum, floors
four (4) and five (5) of the Building, the Tenant shall have, at its sole cost and
expense, but with no additional payment to the Landlord, the exclusive tenant identity
related signage rights with respect to the corner of the Building at Homer Street and
Smithe Street at the fifth floor level, similar to the signage maintained by the
Tenant in its leased premises at the building located at 910 Mainland Street,
Vancouver, British Columbia, subject to the approval by the Landlord, acting
reasonably, of the design and location of such signage, and to approval by the City of
Vancouver, if required.(c)
    
    At the expiry or sooner determination of the Term, all signs shall be removed,
at the request of the Landlord, by the Tenant and the Tenant shall make good any
damage to the Leased Premises or the Building caused by such removal.
 ARTICLE 3  DEMISE AND TERM
 3.1
    
    Demise and TermThe Landlord does hereby demise and lease unto the Tenant the Leased Premises TO HAVE AND
TO HOLD for and during the term of ten (10) years (the Term) commencing on the
Commencement Date, and terminating on the 30th day of April, 2015. If the Term commences
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a date that is not the first of the month, the Term shall also include that part of the
month in which the Term commences. The Tenant shall be entitled, for the benefit of the
Leased Premises, to enjoy upon the provisions set out in this Lease the use in common with
others entitled thereto of the Common Areas and Common Facilities.
 3.2
    
    ReadjustmentIf the Area of the Leased Premises was estimated by or on behalf of the Landlord for the
purposes of this Lease because the Area of the Leased Premises thereof could not be
accurately calculated prior to the execution of the Lease, or if the Area of the Leased
Premises changes at any time during the Term, or if the sixth floor measurement changes
because the amenity common area is relocated as contemplated by section 27.1 of this
Lease, then, when the Area of the Leased Premises can be accurately calculated and if the
estimate previously made was not correct or has changed, the Area of the Leased Premises
shall then be calculated as provided herein and the appropriate adjustments made with
respect to Minimum Rental payable under this Lease.
 ARTICLE 4  RENTAL
 4.1
    
    RentalThe Tenant covenants and agrees to pay to the Landlord, or as the Landlord may in writing
direct, in lawful money of Canada, without any set-off, compensation or deduction
whatsoever on the days and at the times hereinafter specified. Rental which shall include
the aggregate of the sums required to be paid by sections 4.1 (a) and 4.1(b) below:
 (a)
    
    Minimum Rental. During years one (1) through ten (10) of the Term,
the Tenant shall pay Minimum Rental equal to Sixteen Dollars ($16.00) per square foot
per annum, being Seven Hundred Twenty Six Thousand One Hundred Ninety Two Dollars per
annum ($726,192.00), plus applicable taxes, payable in equal consecutive monthly
instalments on the first day of each month in advance, each in the sum of Sixty
Thousand Five Hundred and Sixteen Dollars ($60,516.00) plus applicable taxes,
commencing on the Commencement Date and continuing on the first day of each and every
month thereafter to and including the first day of April, 2015. The Landlord
acknowledges and agrees that the Rental shall be abated for the first two (2) months
of the Term and the Minimum Rental shall be abated for the third (3rd)
month of the Term. In addition, provided the Tenant has not exercised the Lease
Cancellation Provision, the Rental shall be abated for an additional period of two (2)
months with respect to the fourth floor only of the Premises at the beginning of Lease
Year eight (8) of the Term.(b)
    
    Additional Rental. Together with the Tenants portion of each
of the following:(i)      Common Area Maintenance Cost;
 (ii)
    
    Cost of Insurance;(iii)
    
    Cost of Heating, Ventilating and Air-conditioning; and(iv)
    
    Tax Cost.
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4.2
    
    Tenants PortionThe Tenants portion of the costs described in sections 4.1(b)(i), (ii) and (iii) shall
be that sum which is equal to the aggregate of that cost multiplied by a fraction, the
numerator of which is the Area of the Leased Premises and the denominator of which is
the Gross Leasable Area. The Tenants portion of the cost described in section
4.1(b)(iv) shall be that sum which is equal to the aggregate of that cost multiplied by
a fraction, the numerator of which is the Area of the Leased Premises and the
denominator of which is the leasable area of Strata Lot 2, Strata Plan LMS156 calculated
in accordance with BOMA. The Landlord estimates that the Tenants portion of the costs
described in section 4.1(b) is $10.25 per square foot for 2005. The Landlord shall have
the right to re-estimate the Additional Rental on an annual basis.4.3
    
    Payment of RentalThe Rental provided for in this Article 4 shall be paid by the Tenant as follows:
 (a)
    
    First Monthly Instalment. The Tenant shall pay the Rental for the
first month in which Rental is not abated pursuant to section 4.1 (a) in advance and
the amount paid for such Rental shall be applied as follows:
 (i)
    
    where the Commencement Date is the first day of a month, that
instalment shall be in respect of that month; and(ii)
    
    where the Commencement Date is not the first day of a
calendar month, Rental for the period from the Commencement Date to the
first day of the next ensuing calendar month shall be prorated on a per diem
basis and paid on the first day of that month and the instalment of Minimum
Rental paid upon the Commencement Date shall be in respect of the Minimum
Rental for the first full calendar month of the Term.
 Thereafter in either case subsequently monthly instalments shall each be in advance
on the first day of each ensuing calendar month during the Term.(b)
    
    Additional Rental Payments. It is agreed that the Landlord may
estimate the amount of Additional Rent for each year and upon notice from the
Landlord, the Tenant shall pay the amount so estimated in instalments of such amount
or amounts and at such time or times as the Landlord shall determine, including but
without limiting the generality of the foregoing, on the 1st day of each
and every month of the Term. Within sixty (60) days after determination of the actual
amount of the Additional Rent for which the Tenant is responsible, there shall be an
appropriate adjustment between the Landlord and the Tenant so that the total amount
paid by the Tenant pursuant to this section in advance or by instalments or otherwise
does not exceed the actual amount of Additional Rent for which the Tenant is
responsible in respect of the year for which the Tenant made advance or instalment
payments.
 4.4
    
    Reporting of CostsWithin one hundred and twenty (120) days after the end of each Lease Year, the Landlord
shall furnish to the Tenant a statement of the actual cost during that Lease Year of
those items comprised in Additional Rental as set out in section 4.l(b) and the Tenants
portion thereof
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(a)
    
    the Tenant shall have the right to inspect the books and records of the
Landlord pertaining to those costs upon reasonable notice at reasonable times;(b)
    
    if the amount payable by the Tenant as shown on that statement is greater or
less than the Additional Rental paid by the Tenant to the Landlord under section 4.
l(b) the proper adjustment shall be made within sixty (60) days after delivery of the
statement; and(c)
    
    any payment made by the Landlord or made by the Tenant to the Landlord in
respect of any adjustment made hereunder, shall be without prejudice to the right of
the Landlord to claim a readjustment.
  4.5
    
    Rental for Irregular PeriodsAll Rental reserved herein shall be deemed to accrue from day to day, and if for any
reason it shall become necessary to calculate Rental for irregular periods of less than one
year an appropriate pro-rata adjustment shall be made on a daily basis in order to compute
Rental for that irregular period.4.6
    
    DepositThe Tenant shall pay the sum of Sixty Four Thousand Seven Hundred Fifty Two Dollars and
Twelve Cents ($64,752.12), equal to one months Minimum Rental plus GST, as a deposit,
which sum shall be applied by the Landlord to the payment of Rental including GST, for the
first month of the Term during which Rental is payable by the Tenant and the balance, if
any, shall be retained by the Landlord as a security deposit and no interest in favour of
the Tenant shall accrue on the deposit.
 ARTICLE 5  CONDUCT OF BUSINESS
 5.1
    
    Use of Leased PremisesThe Tenant covenants with the Landlord that:
 (a)
    
    Operation of Business. The Tenant shall not use or occupy the Leased
Premises or any part thereof for any purpose other than the operation of general
administrative, training, and field support office use associated with any software
and computer engineering or development company and office use. The use as aforesaid
shall not be changed without
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the express written consent of the Landlord, such consent not to be unreasonably or
arbitrarily withheld or delayed;(b)
    
    Occupancy. The Tenant shall deliver at least sixty (60) days prior
written notice to the Landlord if the Tenant intends to vacate the Leased Premises;(c)
    
    Signs. Except as provided in section 2.5, the Tenant shall not erect or
place or suffer to be erected or placed, or maintain any signs of any nature or kind
whatsoever either on the exterior walls of the Leased Premises or on the walls or the
halls of any Common Areas;(d)
    
    Nuisance. The Tenant shall not carry on or perform or suffer or permit to be
carried on, performed or suffered on the Leased Premises any business practice or act
or engage in any activity which may be deemed a nuisance or a menace or which in any
way may injure the Building or any part thereof;(e)
    
    Not to Affect Landlords Insurance. In respect to the insurance of the
Landlord the following shall apply:
 (i)
    
    the Tenant shall not upon the Leased Premises do or permit to be
done, or omit to do, anything which shall cause or have the effect of causing
the rate of insurance upon the Building or any part thereof to be increased;(ii)
    
    if the insurance rate shall be increased by reason of action
by the Tenant, the Tenant shall pay to the Landlord as Additional Rental the amount by which the
insurance premiums shall be so increased;(iii)
    
    the Tenant shall not store or permit to be stored upon or in
the Leased Premises anything that is not used by the Tenant in connection with
its use of the Leased Premises as specified in section 5.1(a) nor anything of a
dangerous, inflammable or explosive nature nor anything which would have the
effect of increasing the Landlords insurance costs or of leading to the
cancellation of that insurance; and(iv)
    
    it is agreed that if any insurance policy upon the Leased
Premises or the Building shall be cancelled by the insurer by reason of the use
and occupation of the Leased Premises or any part thereof by the Tenant or by
any assignee, subtenant, concessionaire, or licensee of the Tenant, or by
anyone permitted by the Tenant to be upon the Leased Premises, the Landlord may
at its option terminate this Lease by notice in writing of that termination,
and thereupon Rental shall be apportioned and paid in full to the date of that
notice of termination of this Lease, and the Tenant shall immediately deliver
up vacant possession of the Leased Premises to the Landlord, provided that the
Landlord may at its option and at the expense of the Tenant enter upon the
Leased Premises and rectify the situation causing that cancellation or rate
increase;
 (f)
    
    Strata Corporation Bylaws. The Tenant shall promptly comply with the
bylaws of the Strata Corporation which are the Standard Bylaws appended to the Strata
Property Act,S.B.C. 1998, c. 43;(g)
    
    Strata Property Act Undertaking. The Tenant shall provide to the Strata
Corporation an undertaking to comply with the provisions of the Strata Property Act,and
the Strata Corporation bylaws and rules, in the form provided by the Strata Property
Act;
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(h)
    
    Strata Property Act Voting Rights. Notwithstanding the provisions of
Section 148 of the Strata Property Actor such successor legislation as may be
enacted in substitution therefor, the Landlord and the Tenant agree that nothing
herein shall be deemed to operate as an assignment by the Landlord to the Tenant of
the rights, powers and obligations of the Landlord as owner, under the said Strata
Property Act,including but not limited to voting rights;(i)
    
    Environment Warranty. The Tenant represents and warrants that to its
knowledge it does not utilize any Contaminants in its operations and the Tenant
covenants, warrants and agrees with the Landlord that it will not bring Contaminants
onto the Leased Premises. The Tenant further covenants and agrees to indemnify the
Landlord and its directors, officers, employees, agents, successors, and assigns from
any and all liabilities, actions, damages, claims, remediation cost recovery claims,
losses, costs, orders, fines, penalties, and expenses whatsoever (including all legal
and consultants fees and expenses and the cost of remediation of the Leased Premises
and any adjacent property) arising from or in connection with:
 (i)
    
    any breach of or non-compliance with the provisions of this
section by the Tenant; or(ii)
    
    the release of any Contaminants at or from the Leased Premises
related to or as a result of the use and occupation of the Leased Premises or
any act or omission of the Tenant or any person for whom it is in law
responsible.
  5.2
    
    Landlords Special Remedies
 (a)
    
    The Tenant acknowledges that all its covenants and obligations set out in
section 5.1 hereof are covenants and obligations designed for the mutual benefit and
protection of all tenants in the Building.(b)
    
    If the Tenant shall be in breach of any of these covenants or obligations or
shall fail to observe or perform any of them then without prejudice to any other right
or remedy which the Landlord may have under the terms of this Lease or otherwise at
law or equity, the Landlord shall have the right to bring action in any court of
competent jurisdiction against the Tenant for a judgment or order directing the Tenant
to remedy that breach and to observe and perform that covenant or obligation.
 ARTICLE 6  REPAIRS
 6.1
    
    Tenants RepairsThe Tenant covenants with the Landlord that:
 (a)
    
    the Tenant shall at all times during the Term hereof at its own cost and
expense, repair, maintain and keep all of the Tenants equipment and fixtures in the
Leased Premises (but no part of the Common Facilities unless damaged by the Tenant or
those for whom the Tenant is responsible at law) in good order and repair and replace
them when necessary,
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(i)
    
    the Tenant shall be exempted for repairs for reasonable wear
and tear and repairs for which the Landlord is responsible under section 6.7,
except:
 (A)
    
    as provided for in section 6.2; and(B)
    
    provided that if repairs, replacements or
rebuilding, including rectifying any damage and destruction under
sections 6.2 and 6.3, by the Landlord are required as a result of the
negligent act or omission of the Tenant, its contractors, agents or
employees, the Tenant shall pay the Landlord on demand the cost of
those repairs as Additional Rental; and
 (ii)
    
    the Tenant shall perform maintenance, effect repairs and
replacements, and decorate at its own cost and expense as and when necessary
or reasonably required to do so by the Landlord;
 (b)
    
    the Tenant shall install, operate, repair and maintain any Special Equipment at
its sole cost and expense; and(c)
    
    the Tenant shall be responsible for its own janitorial services within the
Leased Premises and shall coordinate such services with the Building manager.
 6.2
    
    Landlords Examination of Leased PremisesThe Tenant covenants and agrees that the Landlord or the Strata Corporation and any employee,
servant or agent of the Landlord, or the Strata Corporation shall be entitled, at any
reasonable time during normal business hours (provided the Landlord has provided the Tenant
with not less than 48 hours prior written notice of its intention to enter the Leased
Premises) and during any emergency (without prior notice), from time to time, to enter and
examine the state of maintenance, repair, decoration, and order of the Leased Premises, all of
the Tenants equipment and fixtures within the Leased Premises and any improvements now or
hereafter made to the Leased Premises, and the Landlord may give notice to the Tenant
requiring that the Tenant perform the maintenance or effect the repairs, replacements, or
decorations that may be found necessary from that examination, but the failure of the Landlord
to give any notice shall not relieve the Tenant from its obligation to maintain, repair,
decorate, and keep the Leased Premises and appurtenances in good order and repair as set out
in section 6.1 and to make the replacements that may be necessary.6.3
    
    Repairs by Designated TradesmenThe Tenant shall, when necessary, and whether upon receipt of notice from the Landlord or
not, effect and pay for the maintenance, repairs, replacements, or decoration that is the
responsibility of the Tenant under section 6.1 and the following shall apply:
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(a)
    
    no maintenance, repairs, or replacements, to the structure, any perimeter wall,
the sprinkler system, the heating, ventilating, air-conditioning, plumbing,
electrical or mechanical equipment, or the concrete floor shall be made without
the prior written consent of the Landlord;(b)
    
    in respect of the heating, ventilating and air conditioning equipment:
 (i)
    
    if the equipment malfunctions the Tenant shall immediately
notify the Landlord in writing;(ii)
    
    the Landlord will provide tradesmen to regularly maintain and
service the equipment, and to complete necessary repairs;(iii)
    
    all costs associated with maintenance and service and any
repair will be for the account of the Tenant, and will be payable as Additional
Rental;(iv)
    
    all monies owed by the Tenant under this section 6.3 shall be
considered Additional Rental due and payable to the Landlord hereunder; and(v)
    
    the Landlord shall have the same rights and remedies and may
take the same steps for recovery thereof as for Additional Rental in arrears.
 6.4
    
    Repair at End of TermAt the end of the Term (unless the Term is terminated earlier as provided by this Article
6) the Tenant shall deliver to the Landlord vacant possession of the Leased Premises in the
condition in which the Tenant is required to maintain the Leased Premises.
 6.5
    
    Fee for SupervisionShould the Landlord deem it necessary to undertake any repairs or to do anything which is
required to be undertaken or done by the Tenant under this Lease and the Tenant has failed
to carry out such repairs after receiving ten days notice in writing from the Landlord
requiring such repairs to be done, then the Tenant shall pay to the Landlord as a fee for
supervision or carrying out the Tenants obligation an amount equal to 15% of the monies
expended or of the cost of repairs or other work carried out by or under the supervision of
the Landlord, which amount shall be in addition to the cost of that work or monies expended
for which the Tenant shall also reimburse the Landlord.6.6
    
    Landlords Right to Enter for RepairsThe Tenant covenants and agrees that the agents and representatives of the Landlord shall
have the right to enter the Leased Premises at all times during business hours (provided
the Landlord has provided the Tenant with not less 48 hours prior written notice of its
intention to enter the Leased Premises) and during any emergency (without prior notice) to
examine the Leased Premises or to make alterations or repairs as they shall deem necessary
for the safety or preservation or proper administration or improvement of the Leased
Premises and of the Building, and of any premises adjoining the Leased Premises.
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6.7
    
    Landlords RepairsSo long as the Landlord does not terminate this Lease or elect not to rebuild the Building
under the provisions of section 6.8 the Landlord covenants with the Tenant to:
 (a)
    
    repair, maintain and replace when necessary the Heating Plant and
all heating, ventilating, air-conditioning, plumbing, sprinkler, diffusers, heat
pumps, mechanical and electrical equipment and fixtures (including all the parts,
wiring and pipes thereof), which costs shall be specifically included in the Common
Area Maintenance Cost unless specifically excluded from that definition;(b)
    
    subject to section 6.7(c), materially repair and replace when necessary the
structural support components of the roof (including the roof membrane), foundations,
subfloors and outer walls of the Building;(c)
    
    notwithstanding any other provision of this Lease, pursuant to the Strata
Property Act,the Strata Corporation shall be responsible for all structural repairs
to the Building, including repairs to the roof, foundations and bearing structure of
the Building and repairs of damage to the Building caused by perils against which the
Strata Corporation shall be obligated to insure. Provided, however, the Landlord
shall, in its capacity as the owner of the Leased Premises, cause the Strata
Corporation to make repairs to the Leased Premises or the Building as required
pursuant to the Strata Property Act.
 6.8
    
    Damage or DestructionSubject to the Strata Corporations rights pursuant to section 159 of the Strata Property
Act,if the Leased Premises, or any part thereof, shall at any time during the Term be
destroyed or damaged and, in the opinion of the Landlords Architect the Leased Premises
cannot be repaired within one hundred twenty (120) days from the date of such destruction
or damage, or in the event of damage to fifty percent (50%) or more of the Building or of
the substantial destruction of the Building whether or not the Leased Premises are damaged,
then:
 (a)
    
    the Rental hereby reserved, or a proportionate part thereof according to the
nature and extent of the destruction or damage sustained, shall be suspended and
abated until the Landlord shall have rebuilt, repaired, or made fit the Leased
Premises or the Building for the purpose of the Tenant;(b)
    
    at the sole discretion of the Landlord to be exercised within sixty (60) days
after the occurrence of that damage or destruction by notice in writing to the
Tenant, the Landlord shall have the right to terminate this Lease;(c)
    
    upon the giving of that notice the Term shall immediately cease and terminate;(d)
    
    the Tenant after receipt of that notice shall immediately:
 (i)
    
    make payment of the Rental apportioned to the date of
that termination; and(ii)
    
    deliver up possession of the Leased Premises to the Landlord, and
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(e)
    
    the terms Building and Leased Premises for the purposes of this section 6.8, shall
not be deemed to include the improvements installed in the Leased Premises under the provisions of
Schedule A hereof respecting Tenants Work.
  6.9
    
    Termination
  6.10
    
    Tenants Obligation to Rebuild
  6.11
    
    Landlords Election
  ARTICLE 7  COMMON AREAS
 7.1
    
    Tenants Covenants
  (a)
    
    Tenants Use of Parking Areas. The Tenant, its employees, suppliers
and other persons having business with the Tenant shall:
 (i)
    
    be prohibited from parking vehicles and loading or unloading
of vehicles in any part of the Parking Facility not specifically designated
for the Tenants use by the Landlord or the Strata Corporation; and
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(ii) abide by the Rules and Regulations that may from time to time be
established by the Landlord and parking shall be regulated by the Landlord
or the Strata Corporation in a reasonable manner.(b)
    
    Tenant Parking. Notwithstanding section 7.1 (a), the Landlord hereby
agrees, provided the Tenant is not in default hereunder, that the Tenant has the
option to rent up to and including forty (40) parking stalls within the Parking
Facility at a monthly fee of One Hundred Twenty Dollars ($120.00) per stall per month,
plus any applicable taxes, such option to be exercised by the Tenant by notice in
writing to the Landlord (the Notice) on or before February 1, 2005, and which notice
shall set forth the number of stalls that the Tenant wishes to rent. Upon receipt by
the Landlord of the Notice, the Landlord shall cause the Strata Corporation to rent to
the Tenant for the Term, subject to continuation in force of this Lease, the number of
parking stalls set forth in the Notice on terms and conditions acceptable to the
Landlord, acting reasonably. The rent of the parking stalls shall be subject to the
Rules and Regulations and the bylaws of the Strata Corporation with respect thereto,
and the rent shall be adjusted to market rates no more than every twenty-four (24)
months. It is agreed that the Tenant shall have the right to cancel any or all of said
parking stalls upon not less than three (3) months written notice.(c)
    
    Tenant Storage. Provided the Tenant is not in default hereunder and
has given the Landlord written notice on or before February 1, 2005 of its intention to
occupy the Storage Area (as hereinafter defined) during the Term, the Landlord agrees
that it shall
cause the Strata Corporation to grant to the Tenant an exclusive license during the Term
to use and occupy up to 2,000 square feet of the storage area situated on parking
levels 1 and 2 of the Parking Facility (the Storage Area) at a rate of Six Dollars
($6.00) per square foot plus any applicable taxes, subject to continuation in force
of this Lease, for storage purposes only for the Term. Notwithstanding anything to
the contrary contained in this Lease, the Landlord reserves the right, at the
Landlords sole expense, at any time and from time to time to relocate, rearrange
and alter the Storage Area to another comparable area in the Building. For the
purposes of calculating the Tenants portion of the Common Area Maintenance Costs
and the Tax Cost, the Gross Leasable Area of the Storage Area shall not be included
in the total Gross Leasable Area of the Leased Premises.(d)
    
    Bicycle Storage. The Tenant shall be provided with access to and use
of the existing secured bicycle storage area in common with the other tenants of the
Building, provided that the Landlord shall not have any liability for any theft or
damage to any bikes in the bicycle storage area unless such theft or damage results
from the negligence or wrongful act of the Landlord, or those for whom in law the
Landlord is responsible.
 7.2
    
    Landlords Covenants
  (a)
    
    maintain the Parking Facility as required by law and the terms of this Lease; and(b)
    
    ensure that the Building is open and accessible during regular business hours.
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7.3
    
    Satellite and Communications
 (a)
    
    Subject to the Tenant obtaining at its cost all required regulatory and
governmental approvals, the Landlord shall place, on behalf of and at the cost and risk
of the Tenant, satellite transmission or receiving or other communication equipment
related to the conduct of the Tenants business on the roof of the Building covering an
aggregate area of not greater than 150 square feet at any time during the Term of this
Lease or any renewals thereof, such equipment to be maintained, operated and insured at
the Tenants cost. The Landlord shall not charge rent of any kind or nature for such
use by the Tenant, provided further that the Landlord shall in its sole discretion
determine the location of such equipment and the Landlord, acting reasonably may
relocate such equipment from time to time at the Landlords cost. Any direct increase
in Common Area Maintenance Costs for the Building attributable to maintenance and use
of this equipment will be paid for entirely by the Tenant as Additional Rent.(b)
    
    In the event that the Landlord elects to perform repair or maintenance work in
a roof area covered or impacted by said communication equipment, the Tenant agrees,
upon not less than fourteen (14) days written notice, to temporarily relocate said
equipment at its cost.(c)
    
    The Tenant shall have twenty-four (24) hour access to telecommunications
centres within the Building other than those rented to other parties on an exclusive
basis, it being understood that during periods when the Building is alarmed the Tenant
shall employ, at
the Tenants cost, the Landlords alarm response company to access
the telecommunication centres. The Landlord will facilitate the Tenant getting
additional telecommunications carriers into the Building. The Tenant shall be
permitted to route communications cabling and such wiring and ducting as may be
required for its emergency generator and communications equipment throughout the
Common Areas of the Building between their various spaces or through premises
leased by other tenants (to the extent required, the Tenant acting reasonably, and
to the extent the Landlord can accommodate, acting reasonably), provided that the
Tenant does so with as little disruption to other Building occupants as reasonably
possible and is liable for any damage to the Building or any portion thereof as a
result of said cabling.
 7.4
    
    Emergency Generators
  ARTICLE
8  ASSIGNMENT, SUBLETTING
 8.1
    
    Tenants Covenants
  (a)
    
    Not to Assign. The Tenant agrees not to assign this Lease or
interest herein, or sublet, license, transfer or part with possession of the Leased
Premises, or any part thereof,
 21




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(b)
    
    Change in Control of Tenant or Use by Affiliate. The Landlord agrees
that a reorganization, merger, sale, partnership change or other change in ownership
interest of the Tenant shall not be deemed to be an Assignment within the meaning of
section 8.1 (a) for which, the Tenant must obtain the prior consent in writing of the
Landlord. It is further agreed that the use by, assignment to, or the subleasing to
any subsidiary, affiliate, parent company which owns or controls the Tenant or
successor of the Tenant shall not be deemed an Assignment under section 8.1 (a),
provided the Tenant remains bound by the terms, conditions and covenants of this
Lease.
 ARTICLE 9  INSURANCE
 9.1
    
    Tenant to Insure
  (a)
    
    all risk property and boiler and machinery (if applicable) insurance in respect
of the Tenants stock in trade, furniture and fixtures and such other property in or
forming part of the Leased Premises (fixed improvements) to the full replacement cost
value. The property insurance is to include business interruption insurance for a
twelve (12) month period including Rental. The policy shall waive its rights to
subrogation against the Landlord;(b)
    
    comprehensive general liability insurance including bodily injury, and property
damage on an occurrence basis with respect to the business carried on as in or from the
Tenants Leased Premises and Tenants use and occupancy thereof. The limit of such
insurance shall be for not less than Ten Million Dollars ($10,000,000.00) inclusive
limits per occurrence or such higher limits as may be required by the Landlord from
time to time.
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This insurance shall name the Landlord as an additional insured, shall include a
cross liability clause and tenants legal liability insurance in the amount of not
less than One Million Dollars ($1,000,000.00);(c)
    
    such other insurance of the Leased Premises and business conducted as would be
carried by a prudent operator of Leased Premises similar in use, type and location,and the following shall apply:(d)
    
    each policy, save and except as otherwise noted herein, shall name the Landlord
as an additional insured as its interests may appear;(e)
    
    each policy shall provide that the insurer shall not have any right of
subrogation against the Landlord on account of any loss or damage covered by that
insurance or on account of payments made to discharge claims against or liabilities of
the Landlord or Tenant covered by that insurance;(f)
    
    the cost or premium for each and every policy shall be paid by the Tenant;(g)
    
    each policy shall provide that the insurer will notify the Landlord in writing
at least thirty (30) days prior to any cancellation thereof or any material change
therein; and(h)
    
    the Tenant agrees, at the request of the Landlord, to provide the
Landlord with written evidence of the existence of the insurance policies described
herein.
 9.2
    
    Landlord to Insure
  (a)
    
    insurance on the Building (including the foundations and excavations) and the
leasehold improvements (including, without limitation, the Heating Plant systems and
Common Facilities servicing the Leased Premises) machinery, boilers and equipment in
or servicing the Building and owned by the Landlord or the owners of the Building
(excluding any property which the Tenant is obliged to insure under section 9.1)
against damage by fire and extended perils coverage;(b)
    
    comprehensive general liability insurance against claims for bodily injury,
personal injury and property damage occurring out of the operations of the Landlord in
the building in an amount, which the Landlord shall from time to time determine, is
reasonable.
 ARTICLE 10  TENANT ALTERATIONS
 10.1
    
    Painting and Decorations
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(a)
    
    no changes, alterations, additions or improvements to the structure, any
perimeter wall, the sprinkler system, the heating, ventilating, air-conditioning,
plumbing, electrical, or mechanical equipment or the concrete floor or the roof
shall be made without the prior written consent of the Landlord, and without the use
of contractors or other qualified workers designated or approved by the Landlord in
writing;(b)
    
    changes, alterations, additions and improvements, whether structural or
otherwise, shall comply with all applicable statutes, regulations or bylaws of any
municipal, provincial, or other governmental authority;(c)
    
    the Tenant shall pay to the Landlord the amount of the increase for any
insurance coverage or Taxes to the extent that that increase is directly attributable
to any action by the Tenant under this section; and(d)
    
    the insurance shall not thereby be made liable to avoidance or cancellation by
the insurer by reason of any changes, alterations, additions, or improvements.
 10.2
    
    Landlords Property
   10.3
    
    Prohibitions
  24




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10.4
    
    No Liens
 Builders Lien Act
 ARTICLE 11  PUBLIC UTILITIES, TAXES, ETC.
 11.1
    
    Public Utilities, Business Tax, and Machinery
  11.2
    
    Payment of Taxes
 (a)
    
    Subject to the rights which the Landlord has at law to contest Taxes, the
Landlord covenants with the Tenant to pay all Taxes and the Tenant covenants with the
Landlord to pay its portion of those taxes as provided herein and the Tenant further
covenants and agrees to pay any taxes levied on rents collected or revenues received by
the Landlord or rents paid by the Tenant that are in addition to or in the nature of
income or profit taxes.(b)
    
    Notwithstanding the foregoing, nothing in this section or in section 4.3(b)
shall be interpreted to require the Tenant to prepay estimated Taxes more than thirty
(30) days prior to the date(s) on which such tax payments are payable to the taxing
authority, provided that the Tenant covenants and agrees that a default in paying the
estimated Taxes, upon not less than five (5) days notice from the Landlord, at least
thirty (30) days prior to such date(s) provides to the Landlord the same remedies as a
default in the payment of Rent. The Landlord shall forward to the Tenant a copy of
each statement of the Taxes issued by the City of Vancouver within fourteen (14) days
of receipt.(c)
    
    At the request of the Tenant, the Landlord will contest any Taxes and appeal
any assessments with respect to the Property and the Leased Premises, provided all
penalties, interest and other costs arising out of such actions are to be paid for by
the Tenant (unless the Tenant is successful and in such event such costs are to be
included in Common Area Maintenance Costs).
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11.3
    
    Penalties
  11.4
    
    Rental Taxes
  11.5
    
    Indemnity
  ARTICLE 12  EXCLUSION OF LIABILITY AND INDEMNITY
 12.1
    
    Tenants Indemnity
  12.2
    
    Landlords Indemnity
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12.3
    
    Exclusion of Liability
  ARTICLE 13  LANDLORDS RIGHTS AND REMEDIES
 13.1
    
    Default
  (a)
    
    the Rental hereby reserved, or any part thereof, shall not be paid on the day
appointed for payment thereof and the Tenant fails to remedy such breach within three
(3) business days of notice thereof by the Landlord; or(b)
    
    there is a breach or non-observance or non-performance of any of the covenants,
agreements, conditions, provisos, or the Rules and Regulations on the part of the
Tenant to be kept, observed or performed and the Tenant fails to remedy such breach
within fifteen (15) days of notice thereof by the Landlord (or immediately in the case
of an emergency or such shorter period as required by any lawful governmental
authority) or, if such breach cannot be remedied within fifteen (15) days, the Tenant
fails to commence to remedy such breach within such fifteen (15) day period or
thereafter fails to proceed diligently to remedy such breach; or(c)
    
    if, without the written consent of the Landlord, the Leased Premises shall be
used by any person other than the Tenant, the Tenants permitted assigns or permitted
sublessees; or for any purpose other than that for which the Leased Premises were let;
or(d)
    
    the Term shall be taken in execution or attachment for any cause whatever,
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13.2
    
    Bankruptcy
  (a)
    
    the Term hereof shall be at any time seized in execution or attachment by any
creditor of the Tenant; or(b)
    
    a receiver or receiver manager is appointed in respect of any property of the Tenant; or(c)
    
    the Tenant shall make any assignment for the benefit of creditors; or(d)
    
    the Tenant shall become bankrupt or insolvent or take the benefit of
any act now or hereafter in force for bankrupt or insolvent debtors; or(e)
    
    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,
  (i)
    
    this Lease shall, at the sole discretion of the Landlord, cease and
determine;(ii)
    
    the Term shall immediately become forfeited and void;(iii)
    
    the then current months Rental and the next ensuing three
(3) months Minimum Rental shall immediately become due and be paid;(iv)
    
    the Landlord may immediately claim the monies set out in
section 13.2(c) together with any arrears then unpaid and any other monies
owing to the Landlord by the Tenant; and(v)
    
    the Landlord may without notice or any form of legal process
immediately re-enter upon and take possession of the Leased Premises and
become the owner of and remove the Tenants effects therefrom (save and except
for any software which shall remain owned by the Tenant in any event).
  28




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13.3
    
    Payment of Landlords Expenses
  13.4
    
    Landlords Right to Relet
  13.5
    
    Right of Landlord to Perform Tenants Covenants
  (a)
    
    all costs and expenses incurred by the Landlord in the observance or
performance of that covenant or covenants including, but not limiting the generality of
the foregoing, legal costs as between solicitor and client and any monies so paid by
the Landlord shall, with interest thereon from the date of the incurring of those costs
or expenses or payments, of monies at a rate equal to three percent (3%) per annum
above the prevailing prime rate then being published by the Landlords bankers, be a
charge on the Leased Premises in favour of the Landlord in priority to the interest of
the Tenant hereunder and of any person claiming through or under the Tenant; .(b)
    
    all those costs, expenses and monies and interest thereon shall be payable
immediately by the Tenant to the Landlord;(c)
    
    the Tenant covenants to pay the monies immediately on demand by the Landlord;(d)
    
    the monies shall be treated as Additional Rental due and payable to the
Landlord hereunder;(e)
    
    the Landlord shall have the same rights and remedies and may take the same
steps for recovery thereof as for the recovery of Additional Rental in arrears,
  (i)
    
    the Tenant shall fail to make payment of any monies demanded of the
Tenant;(ii)
    
    the Tenant shall in good faith dispute the amount or
propriety of any claim made upon him; and
 
 29




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(iii)
    
    forfeiture of or the registration of a lien against the Property
shall not result from non-payment,
  13.6
    
    Interest
  13.7
    
    Right of Landlord to Seize
  13.8
    
    Non-waiver
  13.9
    
    Remedies Cumulative
  ARTICLE
14  MORTGAGES AND ASSIGNMENTS BY LANDLORD
 14.1
    
    Sale or Financing of Building
  30




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14.2
    
    Subordination
  14.3
    
    Status Statement
  14.4
    
    Registration
  14.5
    
    Assignment by Landlord
  14.6
    
    Non-disturbance Agreement
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ARTICLE 15  OVERHOLDING TENANT
 Month to Month Tenancy
 (a)
    
    The Landlord shall grant to the Tenant the automatic provision to hold over the
Leased Premises for six (6) months at the end of the Term (the Termination Date) at a
monthly rent of 125% of the monthly Minimum Rental payable during the last month of the
Term plus the Tenants portion of Additional Rent payable hereunder, provided the
Tenant has notified the Landlord of its intention to waive its options to renew in
section 21.1 and notice to so hold over is delivered no later than twelve (12) months
prior to expiry of this Lease otherwise this section 15.1 shall be deemed waived.(b)
    
    The tenancy created thereby shall be a month to month tenancy which will
terminate on the Termination Date (and not earlier, except in the event of a default
pursuant to section 13.1 of this Lease), and shall not be deemed to be a tacit renewal
of this Lease, and otherwise on the terms and conditions herein set out, save and
except for any rights pursuant to sections 21.1 and 22.1 hereof granted to the Tenant
herein.
 ARTICLE 16  LANDLORDS COVENANTS
 Landlords covenants
  (a)
    
    Construction. That subject to the provisions of sections 2.1 and 2.3,
the Landlord shall, at its own expense and cost, carry and complete the Landlords Work
prior to the Fixturing Period Commencement Date and the Landlord shall have the right
at all times to enter the Leased Premises for purposes of performing the Landlords
Work;(b)
    
    Heating, Ventilating, and Air-conditioning. To maintain and operate
the Heating Plant, the heating, ventilating and, air-conditioning system in the
Building and all of the Common Facilities;(c)
    
    Quiet Enjoyment. Subject to section 16.2, that if the Tenant pays the
Rental hereby reserved and performs the covenants and agreements herein on its part
contained, it shall and may peaceably possess and enjoy the Leased Premises for the
Term hereby granted without any interruption or disturbance from the Landlord or any
other person or persons lawfully claiming by, from, or under it, and the Landlord will
not exercise its vote in the Strata Corporation at any time during the Term to amend
the bylaws or rules of the Strata Corporation in any manner that would adversely affect
the rights and obligations of the Tenant under this Lease;(d)
    
    Utilities. To make available to the Leased Premises electricity and
power requirements and, in normal quantities, gas, water, and other public utilities
generally made available to other tenants of the Building by the Landlord, provided
that the Landlord shall have no liability for failure to supply utilities when
prevented from doing so by repairs, or causes beyond the Landlords reasonable control;(e)
    
    Repair and Maintenance. To repair or maintain and to keep in good
repair as would a prudent owner the foundations, outer walls, roof, spouts and gutters
of the Building and
 32




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all of the Common Areas therein, the Common Facilities and the plumbing, sewage and
electrical systems therein; provided that the Landlord shall use reasonable efforts
in exercising its rights under this clause so as to minimize any interference with
the Tenants business and use of the Leased Premises, the Tenant shall not have any
right to object to nor any right to any claim of damages or any reduction or
abatement of Rental in respect of the exercise of the Landlords rights under this
clause;(f)
    
    Use of Common Areas. To permit the Tenant and its employees and all
persons lawfully requiring communication with them to have the use in common with
others of the entrance from the parking area and the stairways, corridors and elevators
in the Building, subject to such reasonable Rules and Regulations as the Landlord may
make in regard thereto from time to time, provided that the Landlord shall in no way be
responsible or obligated for failure to enforce any rules and regulations in this
regard; and(g)
    
    Landlord to Act Reasonably. The Landlord shall act reasonably and
expeditiously to minimize the extent and duration of any stoppage, interruption or
reduction of the services, systems and utilities servicing the Leased Premises. The
Landlord shall give the Tenant reasonable advance notice of any planned stoppage,
interruption or reduction, shall advise the Tenant prior to scheduling such work to
enable the Tenant to schedule its business to minimize disruption, and shall to the
extent commercially reasonable consider the Tenants reasonable scheduling suggestions.
 Exception
  Environment Warranty  Landlord
  (a)
    
    any breach of or non-compliance with the provisions of this section by the Landlord; or(b)
    
    the existence of, or the release into the environment of, any Contaminants in
the Building or in or about the Property caused by the Landlord or those for whom the
Landlord is responsible for at law.
  33




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ARTICLE 17  LEGAL RELATIONSHIP
 No Partnership
  Several Tenants
  Successors, etc.
  ARTICLE 18  NOTICE
 Notice
 (a)
    
    Any notice, demand, request, consent, or objection required or contemplated to
be given or made by any provision of this Lease shall be given or made in writing and
either delivered personally or sent by facsimile or sent by registered mail, postage
prepaid, addressed to the Landlord at:
 
  
 34




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th
  
  
  (b)
    
    The time of giving or making any notice, demand, request, consent, or objection
shall be, if delivered, when delivered, if sent by facsimile, on the date sent, and if
mailed, then on the fifth business day after the day of the mailing thereof, provided
that if mailed should there be between the time of mailing and the actual receipt of
the notice, a mail strike, slow-down or other labour dispute which might affect
delivery of that notice, then that notice shall only be effective if actually
delivered.(c)
    
    If in this Lease two or more persons are named as Tenant any notice, demand,
request, consent, or objection shall be sufficiently given or made if and when the same
shall be given to any one of those persons.(d)
    
    All payments required to be made by this Lease shall be addressed as provided
for in this Article 18 unless otherwise directed by the Landlord.
 ARTICLE 19  GENERAL CONDITIONS
 Garbage, Debris
 (a)
    
    No debris, garbage, trash or refuse shall be placed or left, or be permitted to
be placed or left in, on, or upon any part of the Building outside of the Leased
remises, but shall be deposited by the Tenant in Areas and at times and in a manner
specifically designated by the Landlord from time to time.(b)
    
    Should any of the items herein mentioned be of a perishable nature the same
shall be kept in a properly refrigerated area provided at its cost by the Tenant.
 35




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Compliance with Laws
 (a)
    
    At the sole cost and expense of the Tenant, the Leased Premises shall be kept
by the Tenant in a clean and sanitary condition in accordance with all municipal,
federal and provincial laws, bylaws, rules, regulations and requirements, whether or
not in force at the date hereof and in accordance with all directions, rules and
regulations of the health officer, fire marshal, building inspector, or other proper
officers or agencies (whether municipal, federal, or provincial) having jurisdiction.(b)
    
    If the Tenant fails to comply with the foregoing provisions of this Article 19 the
Landlord may rectify the situation and collect the expense for that work from the Tenant in
the same manner as arrears of Additional Rental.
 Rules and Regulations
  ARTICLE 20  MISCELLANEOUS
 Management of Building
  Showing Leased Premises and Signage
  Time of the Essence
  36




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Captions
  Governing Law
  Severability
  Tenant Acknowledgements
  Entire Agreement
  Net Lease
  ARTICLE 21  RENEWAL
 Renewal
  (a)
    
    the Minimum Rental, which Minimum Rental shall be the greater of the
Minimum Rental during the immediately preceding Lease Year and the then fair market
rent for the Leased
 37




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Premises, being the rent which would be paid therefor as between persons dealing in
good faith and at arms-length; and(b)
    
    for this right of renewal, but until the Minimum Rental has been determined as
provided herein, the Tenant shall pay the monthly Rental requested by the Landlord and
upon the determination, the Landlord and the Tenant shall make the appropriate
readjustments.
  Office Premises
  Arbitration
  (a)
    
    one arbitrator is to be appointed by each of the Landlord and the Tenant and a
third arbitrator is to be appointed in writing by the first two named arbitrators;(b)
    
    if the Landlord or the Tenant shall refuse or neglect to appoint an arbitrator
within ten (10) days after the other shall have served a written notice upon the party
so refusing or neglecting to make that appointment, the arbitrator first appointed
shall, at the request of the party appointing him, proceed to determine the rent as if
he were a single arbitrator appointed by both the Landlord and Tenant for the purpose;(c)
    
    if two (2) arbitrators are so appointed within the time prescribed and they do
not agree within a period of twenty (20) days from the date of appointment of the
second arbitrator upon the appointment of the third arbitrator, then upon the
application of either the Landlord or the Tenant, the third arbitrator shall be
appointed by a Judge of the Supreme Court of British Columbia;(d)
    
    the determination made by the arbitrators or the majority of them or by the
single arbitrator, as the case may be, shall be final and binding upon the Landlord and
the Tenant, and their respective successors and assigns;
 38




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(e)
    
    each party shall pay the fees and expenses of the arbitrator appointed by it and
one-half (1/2) of the fees and expenses of the third arbitrator, unless otherwise
directed by the arbitrator; and(f)
    
    the provisions of this section shall be deemed to be a submission to
arbitration within the provisions of the Commercial Arbitration Actand any statutory
modification or re-enactment thereof, provided that any limitation on the remuneration
of the arbitrators imposed by that legislation shall not be applicable.
 No Further Renewal
  Notification by Landlord
  ARTICLE 22  RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER
 Right of First Refusal to Lease Available Premises
  (a)
    
    if the Landlord receives and is prepared to accept a bona fide offer to lease
from a third party (the Third Party Offer) in respect of any part of the First
Refusal Premises (the Additional Premises), the Landlord will provide the Tenant with
a written notice (the Offer Notice) of the Third Party Offer by delivering to the
Tenant a copy of the Third Party Offer;(b)
    
    the Tenant shall have seven (7) business days after its receipt of the Offer
Notice to deliver a written notice (the Acceptance Notice) to the Landlord exercising
the Tenants Right of First Refusal in respect of the Additional Premises;(c)
    
    if the Tenant delivers the Acceptance Notice to the Landlord within the
applicable time period and such time period occurs prior to or including December 31,
2005, then, the Tenant will, prior to receiving vacant possession of the Additional
Premises, execute and deliver to the Landlord an amendment to this Lease incorporating
the Additional Premises for the balance of the Term and all exercised renewals thereof,
upon the same
 39




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terms and conditions contained in this Lease, including Minimum Rental, Additional
Rental, fixturing periods, tenant allowances, tenant inducements and free rent;(d)
    
    if the Tenant delivers the Acceptance Notice to the Landlord within the
applicable time period and such time period occurs on or after January 1, 2006 but
prior to or including December 31, 2006, then, the Tenant will, prior to receiving
vacant possession of the Additional Premises, execute and deliver to the Landlord an
amendment to this Lease incorporating the Additional Premises for the balance of the
Term and all exercised renewals thereof, upon the same terms and conditions contained
in this Lease, except that the fixturing periods, tenant allowances, tenant inducements
and free rent will be adjusted on a pro rata basis so that the Landlords effective
rate is maintained at the level established on the Commencement Date;(e)
    
    if the Tenant delivers the Acceptance Notice to the Landlord within the
applicable time period and such time period occurs at any time on or after January 1,
2007, then the Tenant will, prior to receiving vacant possession of the Additional
Premises, execute and deliver to the Landlord an amendment to this Lease incorporating
the Additional Premises for the balance of the Term and all exercised renewals thereof,
upon the terms and conditions contained in the Third Party Offer except that the
term will be coterminous with the Term and any exercised renewals thereof;(f)
    
    the Tenants Right of First Refusal shall continue to apply to that portion of the
First Refusal Premises not forming part of the Additional Premises leased in
accordance with this section; and(g)
    
    if the Tenant shall not deliver an Acceptance Notice with respect to any
Additional Premises, such Additional Premises may thereafter be leased by the Landlord
to the person identified in the Third Party Offer and failing leasing pursuant to such
Third Party Offer, the provisions of this section shall apply again.
 Right of First Offer
  (a)
    
    this right of first offer can only be exercised by delivery by the Tenant of an
offer to the Landlord within five (5) business days of the Landlord providing the
Tenant with written notice (the Offer Notice) specifying:
 (i)
    
    the square footage and location of the available space (the Available
Space);(ii)
    
    the date upon which the Landlord expects the Available
Space to become available; and(iii)
    
    the rent and term for which the Landlord intends to take
the Available Space to market if the Tenant does not exercise this right of
first offer;
 (b)
    
    if the Tenant exercises this right of first offer for the Available Space and a
binding agreement to lease is executed by the Landlord and the Tenant, the Tenant will,
prior to
 40




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taking occupancy of the Available Space, execute and deliver to the Landlord an
amendment to this Lease incorporating the agreed upon terms;(c)
    
    if the Tenant does not exercise this right of first offer for the Available
Space within the time limited, the Landlord will be entitled to lease the Available
Space to any other person for any use whatsoever and on whatever terms and conditions
the Landlord may decide in its sole discretion, provided that the rent, the term and
any rent concessions are not substantially more favourable to such third party then
those set forth in the Offer Notice; and(d)
    
    this right of first offer is personal to the Tenant and will become null and
void upon the termination, surrender or other determination of this Lease, or the
occurrence of any Assignment of this Lease other than an Assignment in accordance with
section 8.1(b).
 Exceptions
  (i)
    
    not apply to any Third Party Offer to which Jaakko
Poyry NLK Inc. or its affiliates are a party;(ii)
    
    only be applicable if the Tenant is leasing a minimum
area within the Building of 40,000 square feet; and(iii)
    
    only be exercisable if the Tenant has at least five (5)
years remaining in the Term of this Lease.
 ARTICLE 23  TENANTS OPTION TO SURRENDER
 Tenants Option to Surrender Leased Premises
 th
 (a)
    
    the option must be exercised by delivery to the Landlord of the written notice
on or before May 31, 2011 along with a cancellation payment, plus GST, equal to the
aggregate of the unamortized balance, as of the Surrender Date, of those portions of
the Tenant Improvement Allowance, leasing commissions paid by the Landlord (and
confirmed in writing by the Landlord and the Tenant), the Demolition Allowance and any
free rent with respect to the Surrendered Area, which has been amortized using the
mortgage method at an annual interest rate of 8% (the Notice Date);(b)
    
    the Surrendered Area must be either the whole of the Leased Premises or any one
or more floors comprising the Leased Premises to the full extent such floor or floors
are leased by the Tenant;
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(c)
    
    on the Surrender Date the Tenant will deliver up possession of the Surrendered
Area in accordance with the provisions of this Lease;(d)
    
    if the Tenant shall neglect or fail to make the payment described in section
23.1 (c) as provided for in section 23.1 (a) then, notwithstanding anything herein to
the contrary, at the option of the Landlord, the Landlord may either pursue any remedy
available to it at law or in equity to otherwise claim and collect such payment or give
notice to the Tenant that this Lease shall continue in full force and effect as if such
option had not been exercised and the Tenant shall then remain bound by all of the
terms and conditions of this Lease, except for this Article 23 which shall
automatically terminate and be at an end;(e)
    
    upon exercising such option:
 (i)
    
    the Tenant shall not be entitled to assign this Lease (with the
exception of section 8.1 (b)) or sublet all or any part of the Surrendered Area
as provided for in this Lease; and(ii)
    
    the exclusive signage rights pursuant to section 2.5(b) shall
automatically terminate and be at an end.
 (f)
    
    if the Tenant vacates any part of the Surrendered Area prior to the Surrender
Date, the Tenant acknowledges and agrees that the Landlord may enter in and take
possession of such area prior to the Surrender Date for any purpose the Landlord
desires without affecting, modifying or reducing in any way the obligations and
covenants of the Tenant pursuant to this Lease; provided that:
 (i)
    
    the Tenant shall have no further obligations or liabilities
with respect to that part of the Surrendered Area for which the Landlord has
entered and taken possession from the date the Landlord has entered and taken
possession, other than to pay Rental under the Surrender Date and the
cancellation payment described in section 23.l (c); and(ii)
    
    In so doing, the Landlord must not disrupt the business operations of
the Tenant;
 (g)
    
    such surrender and the acceptance thereof by the Landlord, will be without
prejudice to any claims or liabilities of the parties existing prior to the Surrender
Date; and(h)
    
    Rental shall be apportioned as at the Surrender Date.
 Exception
  Partial Floor Areas
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ARTICLE 24  TENANT IMPROVEMENT ALLOWANCE AND  DEMOLITION ALLOWANCE
 Tenant Improvement Allowance
  Demolition Allowance
  (a)
    
    the receipt by the Landlord from the Tenant of a statutory declaration executed
no less than sixty (60) days after completion of the Demolition Work, stating that
there are not claims of builders lien or other liens or encumbrances affecting the
Leased Premises with respect to work, services, materials and equipment relating to the
Leased Premises, and that the Tenants designers, contractors, subcontractors, works,
and suppliers of materials and equipment have been paid in full for all work and
services performed and materials and equipment supplied by them on or to the Leased
Premises;
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(b)
    
    receipt by the Landlord of a copy of this Lease duly executed by the Tenant; and(c)
    
    receipt by the Landlord of a written notice requesting payment of the
Demolition Allowance.
  ARTICLE 25  INDEMNITY
 Indemnity
  (a)
    
    the failure, for any reason, of the Tenant to pay all Minimum Rental,
Additional Rental or other moneys contemplated to be payable by this Lease at the time
and in the manner contemplated by this Lease;(b)
    
    the failure, for any reason, of the Tenant to observe and perform every
covenant, agreement, condition and obligation contemplated to be performed by the
Tenant under this Lease or arising from any termination of this Lease, rejection,
disaffirmation or disclaimer of this Lease in any proceeding or other parting of
possession of the Leased Premises by the Tenant, except for a voluntary surrender of
the Leased Premises by the Tenant, accepted by the Landlord in accordance with this
Lease; and(c)
    
    any act or action by the Landlord for or in connection with the enforcement of this
Lease (collectively, the Indemnity).
 Enforcement of Indemnity
  Continuation of Indemnity
  44




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No defence
  Modification in writing
  Authority
  Enurement
  Assignments, Reorganization, etc.
  New Lease
  45




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Premises on the terms and conditions of this Lease. The Indemnifier will accept that
lease and pay rent and observe and perform the terms and conditions of that lease. The
Indemnifier will do all acts and execute and deliver such documents as the Landlord may
reasonably require to give effect to the intent of this section 25.9.25.10
    
    Governing Law and AttornmentThis Indemnity will be governed by and construed in accordance with British Columbia law
and the applicable Canadian laws, and will be treated in all respects as a British Columbia
contract, and the Indemnifier agrees to attorn to the jurisdiction of the British Columbia
courts.
 ARTICLE 26  DISPUTE RESOLUTION
 26.1
    
    Dispute ResolutionIn the event the Landlord and the Tenant are unable to agree as to any matters set out in
this Lease which require agreement (save and except the rent to be determined pursuant to
section 21.3), then either party may notify the other, by written notice (in this section,
the Notice), of a desire to resolve the dispute by mediation and a meeting will be held
promptly between the parties, attended by individuals with decision-making authority
regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.
If, within fourteen (14) days after such meeting or such further period as is agreeable to
the parties (the Negotiation Period), the parties have not succeeded in negotiating a
resolution of the dispute, they agree to submit the dispute to mediation. The parties will
jointly appoint a mutually acceptable mediator, seeking assistance from the British
Columbia International Commercial Arbitration Centre if they have been unable to agree upon
such appointment within twenty (20) days following the conclusion of the Negotiation
Period. If the parties are not successful in resolving the dispute through mediation, or if
the mediation has not commenced within thirty (30) days following the Negotiation Period,
then the parties agree that the dispute will be settled by arbitration pursuant to the
Commercial Arbitration Actof British Columbia, as amended
from time to time, or any like
statute in effect from time to time and the decision of such arbitrator(s) shall be final
and binding upon the parties.
 ARTICLE 27  SIXTH FLOOR PREMISES
 27.1
    
    Sixth FloorThe Landlord covenants and agrees that if it receives a plan for the Tenants proposed use
of the sixth floor of the Building on or before February 1, 2005, it will apply to the City
of Vancouver to rezone the fitness facility/meeting room amenity space on the sixth floor
of the Building comprising approximately 2,206 square feet to allow the Landlord to lease
such area to the Tenant. If the Landlord has not received such approval from the City in a
form satisfactory to the Tenant on or before the Commencement Date, that part of the Leased
Premises comprising the sixth floor shall not be included in the definition of the Leased
Premises, but shall form part of the Common Areas and, for the purposes of calculating
Gross Leasable Area, shall be divided among all tenants in the Building in accordance with
BOMA, and the Tenant shall thereupon be entitled to the use of such amenity space in common
with other tenants in the Building.
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BUSINESS OBJECTS CORP.Per:
    
    /s/ Susan J. WolfeAuthorized SignatoryPrint Name:
    
    Susan J. WolfeTitle:
    
    Secretary855 HOMER STREET INC.Per:
    
    /s/ Suki SekhonAuthorized SignatoryPrint Name:
    
    Suki SekhonTitle:
    
    DirectorBUSINESS OBJECTS AMERICASPer:
    
    /s/ Susan J. WolfeAuthorized SignatoryPrint Name:
    
    Susan J. WolfeTitle:
    
    Secretary
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SCHEDULE A
 SECTION A  LANDLORDS WORK
 1.
    
    Existing fire, life and safety systems will be in good working order2.
    
    Existing Heating Plant and electrical systems will be in good working order3.
    
    Existing T-bar ceiling and lighting will be in good working order
 SECTION B  TENANTS WORK
 1.
    
    The Tenant shall be responsible for the installation of any Special Equipment required by the
Tenant.2.
    
    All materials and workmanship and all plans and specifications for such Tenants Work shall
be subject to the terms and conditions of this Lease and subject to the Landlords prior
written approval, and the Tenant agrees to seek the Landlords approval not less than three
(3) business days prior to application by the Tenant to the City of Vancouver for any
applicable building permits.
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SCHEDULE B
 PROCEDURES FOR TENANTS WORK
 1.
    
    Prior to securing the necessary permits, the Tenant shall prepare and submit to the Landlord
or to the Landlords architect for approval copies of the Tenants drawings and plans and
specifications (the Plans) showing details of, including, but not limited to, identification
signs, electrical wiring, plumbing, sprinklers and other fire detection devices, heating,
ventilating and air-conditioning, reflected ceiling plan, under floor electrical or
mechanical, if any, floor plans and complete interior finishing schedules and any other items
that the Landlord may require.2.
    
    The Plans shall show all of the above matters in sufficient detail so as to permit the
Landlord or the Landlords architects to properly evaluate same.3.
    
    The Tenant shall make all reasonable changes required by the Landlord to the Plans in order
to conform to the overall plans and specifications of the Landlord for the Building.4.
    
    Immediately upon receipt of approval by the Tenant from the Landlord of the Plans, or of the
Plans as revised by the Tenant pursuant to the Landlords direction aforesaid, the Tenant
shall commence its work forthwith.5.
    
    Prior to undertaking such work, the Tenant shall secure all necessary authorizations, permits
and licenses from all authorities having jurisdiction, and shall carry appropriate insurance
on the Leased Premises in accordance with the terms and conditions of the Lease, and shall
submit satisfactory proof to the Landlord of all such permits, authorizations and insurance
coverage.6.
    
    All work done by the Tenant shall be completed in a good and workmanlike manner in accordance
with the Plans as approved by the Landlord and to the Landlords satisfaction, acting
reasonably, and shall utilize new materials and shall conform to all statutes, regulations or
bylaws of any municipal, provincial or other authority. All work shall be undertaken by
contractors and sub-contractors approved by the Landlord, acting reasonably. The Tenant
shall require all such contractors and sub-contractors to carry adequate liability insurance
and, in any event, to a minimum of not less than $5,000,000.00 each occurrence. The Tenant
shall not impose or permit to be imposed upon the floor areas of the Leased Premises a working
load in excess of a live load of 100 pounds per square foot uniformly distributed.7.
    
    The Tenant shall, during the construction of the Tenants work, maintain the Leased Premises
in a clean and orderly condition, properly removing unused construction materials,
merchandise, equipment and debris and shall maintain the Common Areas of all such construction
material and debris.8.
    
    Temporary electrical power, lighting, water, heat or other services required by the Tenant
within the Leased Premises during construction will be the Tenants responsibility and at its
sole cost and expense.
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SCHEDULE C
 DESCRIPTION AND PLAN OF LEASED PREMISES
 th th
 
 C-1




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SCHEDULE D
 DESCRIPTION OF PROPERTY
 
 D-1




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SCHEDULE E
 RULES AND REGULATIONS
 1.
    
    The Tenant shall at all times abide by all laws, rules, regulations, ordinances, provisions
and requirements relating to the Building or to the Leased Premises of which it has notice and
shall keep the Leased Premises, its employees, servants, agents and invitees under its control
so as to prevent the performance of any act, or the carrying on of any practice which would
damage the Building or its reputation or the Leased Premises or could injure or annoy the
other tenants in the Building, their employees, servants, agents, or invitees or the public.2.
    
    The Tenant shall not keep or display any merchandise on, or otherwise obstruct the corridors
or other areas adjacent to the Leased Premises. The Tenant agrees to promptly remove any
displays or merchandise that the Landlord feels is objectionable.3.
    
    The Tenant shall not overload any floor of the Leased Premises: in excess of one hundred
(100) pounds per square foot live load nor shall it hang or suspend from any ceiling or any
part of the Building any equipment, displays, fixtures or signs which are not authorized by
the Landlord or its architects.4.
    
    The Tenant shall at all times keep the Leased Premises in a clean and sanitary condition,
including the inside and outside of all glass, the doors and windows of the Leased Premises,
together with all exterior store front surfaces of the Leased Premises, in accordance with the
laws and direction, rules and regulations of any governmental, municipal or other agency
having jurisdiction. The Tenant shall not place, or permit to be placed, any obstructions or
merchandise, on, in or near any corridors, rear entrances, service corridors or loading areas.
The Tenant agrees to remove all merchandise from the loading area immediately upon such
merchandise being delivered.5.
    
    The Tenant shall notify the Landlord, in writing, of its intention to add or modify lighting,
electrical wiring or plumbing in the Leased Premises, and shall obtain the Landlords written
approval prior to carrying out said work. In any event, all such work shall be carried out
by qualified, licensed tradesmen in accordance with all applicable building codes.6.
    
    The Tenant and Tenants employees and agents shall not solicit business in the parking area
or sidewalks surrounding the Building or other common areas, nor shall a Tenant distribute or
post any handbills or other advertising material in the parking area or other common areas of
the Building.7.
    
    The Tenant shall not use or permit the use of any objectionable advertising medium such as,
without limitation, loudspeakers, phonographs, televisions, public address systems,
sound amplifiers, radio or broadcasting within the Building which is in any way audible or
visible outside of the Leased Premises. No aerial shall be erected on the roof or exterior
walls of the Leased Premises, or on the ground, without, in each instance, the written consent
of the Landlord, such consent not to be unreasonably withheld or delayed. Any aerial
installed without such written consent shall be subject to removal without notice at any time.8.
    
    The plumbing facilities shall not be used for any other purpose than that for which they were
constructed, and no foreign substance of any kind shall be thrown therein and the expense of
any
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breakage, stoppage or damage resulting from the violation of this provision shall be borne
by the Tenant whose employees, agents or invitees shall have caused it.9.
    
    For the benefit and welfare of all lessees of the premises of the Building, as it may exist
from time to time, the Landlord shall have the right to issue further reasonable rules and
regulations and such further rules and regulations shall thereupon be binding upon the Tenant.
The Tenant agrees to comply with all rules and regulations which do not materially adversely
affect the rights and obligations of the Tenant on notice to the Tenant from the Landlord.
 E-2