Filed by sedaredgar.com - Force Energy Corp. - Exhibit 10.9





 

Tri Executive Group Group, Inc. Full Time
Office Agreement 

General 

	1 	
      We are Tri Executive Group Inc. These are the terms of
      the service agreement between Tri Executive Group Inc. and _FORCE
      ENERGY CORP._that you have signed (your “agreement”). This
      document contains all the terms of our agreement and supersedes any
      previous agreement that you may have had with us for the same or similar
      services.

	 	 
	2 	
      Your agreement is the commercial equivalent of an
      agreement for accommodation in a hotel (see Note 1). The whole of the
      business centre described in your agreement remains our property and in
      our possession and control. We are not giving you any right of ownership
      in your Office or the centre; rather, we are giving you the right to share
      with us the use of the business centre so that we can provide the services
      to you.

	 	 
		
      The agreement is personal to you and cannot be
      transferred to anyone else (you may not sell or “sublet” your client
      rights). We may, at our discretion, transfer the benefit of your agreement
      and our obligations under it in the event there is a sale of the company,
      a change in control, or similar event.



1





	3 	
      During the term of your agreement, as a full time member,
      you will have 24/7 access to the office(s) assigned to you (the “Office”)
      in the business centre identified in your agreement as shown on the
      attached site map. In addition, we will provide the following services to
      you during our normal opening hours, which may change at our discretion,
      of 9 am to 5 pm, Monday through Friday (excluding statutory holidays or
      holidays designated as statutory in lieu), as part of your client
      agreement:

	 	 
	







	
      *Professional reception of your guests 
*Mail and
      courier reception and sorting
*The heating, lighting, cleaning, and
      maintenance of the Office(s) and the business centre 
*Network
      connectivity to the Internet and printers 
*Free coffee, tea and H20
      
*Business Taxes 
*Free Long Distance in Canada & the
      USA
*One Phone per office
*One dedicated phone line per office
      
*Free Outgoing faxes
*Limited Use of the meeting and boardrooms
      under the terms described in the Service Fees (unless other wise stated)
      
*The use, in common with others, of equipment and those parts of the
      business centre intended by us for use by you and others, including the
      kitchen and communal areas

	 	 
	4 	
      We may at any time ask you to use a different office
      during maintenance or repairs to your assigned Office(s), for a period of
      time reasonable to accomplish such work as required.

	 	 
		
      We may also ask you to change offices permanently for
      reasons of our own convenience. You will then have the option of accepting
      our offer for a different office.

	 	 
		
      If, for reasons beyond our control, we cannot provide you
      with your normal Office, you may accept our offer for an alternate office,
      or terminate your agreement without penalty.



Office Agreement

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	5 	
      We will provide additional services to you as required by
      you from time to time during our normal opening hours (as defined in item
      3, above), at rates described in our Service Fees schedule, which may
      change with 2 weeks notice at our discretion.



Use of Offices, Furniture, Network, and Business Machines


We have worked hard to create an attractive environment and a
reliable network, and to make moving in hassle-free. We ask a few things of
individual clients to help us maintain these benefits for all. 

We will supply furniture suitable for the person we have agreed
will use your Office space, as reflected in your monthly fees and the size of
the Office. For this person, this will include a desk and depending on the size
of the office, you may have a hutch and/or credenza as well). Also included is a
task chair, guest chair and trash can. We will supply additional quantities of
the items above on an “as available” basis at a nominal monthly charge. 

Tri Executive Group will also provide lateral filing cabinets
and bookcases for a modest monthly fee. Clients may use their own metal filing
cabinets and bookshelves, but we ask you to let us know your intentions in
advance. We also ask that those who need bookcases use the “house” options, to
prevent proliferation of wildly varying styles and colours. If you have a black
filing cabinet or bookshelf, that is acceptable if it is in good to excellent
shaped as deemed by TEG. 

	6 	
      You will be asked to sign an inventory of the Office
      assigned to you for the furniture and equipment you are permitted to use,
      together with note of its condition, as well as details of the cards or
      entry keys issued to you.

	 	 
	7 	
      You must take good care of all parts of the business
      centre, its equipment, fittings, and furnishings that you use. You must
      not alter any part of it. You are liable for any damage caused by you or
      those in the business centre with your permission or at your
      invitation.

	 	 
	8 	
      You agree not to install any cabling, IT equipment, or
      telecoms connections without our consent, which we may withhold at our
      absolute discretion (to ensure any member’s equipment does not
      inadvertently cause problems for others on the system).

	 	 
	9 	
      You agree to take care in using the business machines
      available to clients (printers, fax machine, shredders, etc.), and to
      notify TEG staff if any machine has a problem you cannot easily
      rectify.

	 	 
		


Office Agreement

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	10 	
      You are assigned a PIN number for long distance call
      outside of Canada and for copier use. You will be responsible for the cost
      of any copies as described in the Service Fees schedule. Protect your PIN
      numbers.

	 	 
	11 	
      Any keys or entry cards issued to you remain our property
      at all times. You must not copy them without written permission or allow
      anyone to use them without our written consent. Any loss of keys or entry
      cards must be reported to us immediately, and you must pay the costs of
      replacement keys or entry cards and of changing locks or recoding the
      security system, as required, at the discretion of Tri Executive Group.
      This fee is based on market value of a bonded locksmith and may change
      without notice at our discretion.

	 	 
	12 	
      You agree to comply with our house guidelines and
      policies (the House Guidelines), hereby incorporated into this agreement,
      which we impose generally on users of the business centre for health and
      safety reasons, and to ensure the centre is an attractive and functional
      facility for all its clients. We will do our best to give you at least
      seven days’ notice of any amendment to the House Rules. It is your
      responsibility to ensure that everyone in the business centre with your
      permission or at your invitation also complies with the House Rules as
      they are YOUR responsibility.



Running Your Business 

	1 	
      You must use the business centre only for office
      purposes, and only for the business stated in your agreement or
      subsequently agreed with us. You must not carry on a business which
      involves frequent visits by clients of the general public or which
      competes with our business. You must not use the Tri Executive Group name
      or logo in any way in connection with your business, unless authorized by
      us in writing.

	 	 
	2 	
      You must carry on your business only in the name on your
      agreement or some other name we first agree upon. You must not put up any
      signs on any part of the Office or business centre unless we previously
      agree. You may use the assigned address as provided to you by Tri
      Executive Group .

	 	 
	3 	
      You must comply with all relevant laws, regulations and
      compliances in the conduct of your business.

	 	 
	4 	
      It is your responsibility to arrange insurance for your
      own property (ie: computers etc.) that you bring in to the business
      centre, and for your own liability for your employees and to third
      parties.



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Our Relationship 

	1 	
      We respect the privacy of your business and the
      Office(s), which you occupy. Unless there is an emergency, we will as a
      matter of courtesy try to inform you in advance when we need to enter your
      Office to carry out testing, repair, or works other than routine
      inspection, cleaning, and maintenance.

	 	
       
	
       

	2 	
      We respect the privacy of any information we obtain about
      you and your business as a result of our relationship. We will not share
      or divulge this information with any third party without your expressed
      permission.

	 	
       
	
       

		
      You agree that we may process, disclose, or transfer any
      personal data that we hold in relation to you and/or your business,
      provided that in doing so we take such steps as we consider reasonable to
      ensure that it is used only:

	 	
       
	
       

		
      *To fulfil our obligations under your agreement.
  

	 	
      *For work assessment and fraud prevention.

		
      *To make available to you information about new or
      beneficial products and services offered by us and other organizations,
      that we consider may be of interest to you. At no time do we make your
      information public.

	 	
       
	
       

	3 	
      We may, by notice, suspend the provision of services
      (including access to the business centre) for reasons of political unrest,
      strikes, or other events beyond our reasonable control.

	 	
       
	
       

	4 	
      We are not liable for any loss resulting from our failure
      to provide a service because of a technology failure, mechanical
      breakdown, strike, delay, failure of staff, termination of our interest in
      the building containing the business centre, or otherwise, unless we do so
      deliberately or are grossly negligent.

	 	
       
	
       

		
      We are not liable for any failure until you have notified
      us in writing about it and given us a reasonable time to put it right. You
      agree that we will not have any liability for any loss, damage, or claim
      that arises as a result of, or in connection with, your agreement and/or
      your use of the services, except to the extent that such loss, damage,
      expense, or claim is directly attributable to our deliberate act or our
      gross negligence.

	 	
       
	
       

		
      We will not in any circumstances have any liability for
      loss of business, loss of profits, loss of anticipated savings, loss of or
      damage to data, third party claims, or any consequential loss. We
      strongly advise you to insure against all such potential loss, damage,
      expense, or liability.



Office Agreement

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Fees 

	1 	
      You agree to pay us a monthly fee for use of the business
      centre and the services provided to you at your request. This use and
      services fee, plus GST, is payable in full one month in advance of your
      accommodation date on the first day (or such other day as we designate) of
      each month.

	 	 
		
      In addition, you agree to pay a deposit equal to one
      month’s fees, due on or before commencement of your agreement. A sum equal
      to the amount of your deposit will be refunded to you (less expenses
      incurred) once the term of the agreement is fulfilled. If your agreement
      starts part way through a month, the amount due for the first month will
      be pro-rated accordingly. If you terminate your agreement prior to the
      expiry of your term, your deposit will not be refunded. If there is damage
      to your office by you or a “guest” or an employee, that will be deducted
      from your deposit at our discretion.

	 	 
	2 	
      You agree to pay us fees in respect of such additional
      services as may be required by you from time to time. Such fees may be
      fixed monthly fees or variable fees, depending on the additional services
      required, and will be calculated in accordance with our rates as published
      in our Service Fee Schedule.

	 	 
	3 	
      In the case of additional fixed monthly fees, such fees
      plus GST shall be payable on the first day of each month (or such other
      day as we designate). The first proportionate payment of such fixed
      monthly fees will be payable on the first date such services are provided
      to you, from that date to the end of that calendar month.

	 	 
		
      In the case of additional variable fees, such fees shall
      be invoiced in arrears, and are payable on the first day (or such other
      day as we designate) of the month following the month during which the
      relevant additional services were provided to you.

	 	 
	4 	
      If you do not pay fees when due, we may charge interest
      on outstanding amounts at the base rate of the Bank of Canada plus 12% per
      annum, calculated monthly. If you dispute any part of an invoice, you must
      pay the amount not in dispute on the date due, and submit in writing
      reasons for the dispute. We reserve the right to withhold services,
      including your accommodation, while there are outstanding fees or
      interest, or you are in breach of your agreement.



Renewing/Moving On 

	1 	
      Your agreement lasts for the length of the agreed term.
      Your agreement will terminate automatically at the end of the original
      term, but can be terminated earlier by mutual agreement, or by your breach
      of the agreement.



Office Agreement

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      You are legally obliged to pay us the agreed set monthly
      fees for the entire term of your agreement. If you wish to terminate your
      agreement early, you must give us as much notice as possible, but in any
      case a minimum of 90 days (ninety days). Tri Executive Group in its sole
      discretion may discharge you of financial obligations for the remainder of
      your term following the 90-day notice period.

	 	 
		
      If you wish to extend the term of your agreement, we may
      enter into another agreement for a specified period of time at the current
      set rate for the space you need selected from available space as
      determined by Tri Executive Group.

	 	 
	2 	
      You are obligated to notify Tri Executive Group of your
      intent to renew or cancel your agreement 90 days, (3 Calendar
      Months), prior to the end of your agreement. You must do so in
      writing. If notification has not been received on or before 90 days prior
      to the expiration of your agreement, Tri Executive Group will understand
      that the agreement will not be renewed and Tri Executive Group may
      reassign your space at the end of your agreement term without notice. It
      is your obligation to notify Tri Executive Group of your intent in
      advance to renew or to vacate. Simply allowing your agreement to expire
      without giving sufficient notice does not excuse you from your
      obligation to give us 90 days notice. You are responsible for paying
      all your fees for 90 days from the time you give notice, regardless
      of whether this takes you past your original expiry date.

	 	 
	3 	
      If you do not renew your agreement, but wish to remain at
      Tri Executive Group as a Month to Month client, it is your
      responsibility to notify Tri Executive Group of your intentions in
      writing 90 days before your agreement expires. Simply letting your
      agreement expire without notice does not automatically convert you to a
      month-to- month arrangement. If you do so, Tri Executive Group may
      terminate your privileges immediately. As a month-to-month client all of
      the terms of your agreement will remain in force with exception to your
      set monthly fees and pricing and the amount of notice required if you
      decide to move on. Your pricing will be set at a month-to-month rate as
      determined by Tri Executive Group at the time you convert to this
      arrangement. You are still responsible within this month to month
      agreement to give a minimum of 30 days (ONE CALNDAR MONTH) advance notice
      to Tri Executive Group of your intent to leave, and are financially
      responsible for those 30 days (ONE CALNENDAR MONTH). If you have more than
      a single office, Tri Executive Group may increase this notice requirement
      to a timeframe agreed upon with you at the time you convert to a
      month-to-month basis.

	 	 
	4 	
      You may not sublet your Office to a third
  party.



Office Agreement

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	5 	
      Your “Performance Bond” or “Deposit” may NOT be used for
      your last months rent in any case. 

	  	
       

	6 	
      We may terminate your agreement immediately without
      notice under certain conditions: 

	  	
       

		

	
      You become insolvent, go into liquidation, or become
      unable to pay your debts when due; 

	  	
       

		

	
      You are in breach of one of your obligations under your
      agreement, which cannot be put right, or which we have given you notice to
      put right and which you have failed to put right within the time given in
      that notice; 

	  	
       

		

	
      Your conduct, or that of someone present with your
      permission or at your invitation, is incompatible with ordinary office use
      or does not conform with our House Rules; 

	  	
       

		

	
      You have not paid in full for the services used by
      the agreed-upon date; 

	  	
       

		

	
      You have not paid the fee for the remainder of the period
      for which your agreement would have lasted had we not ended it, or for the
      period of one month, whichever is less; 

	  	
       

		
      and you indemnify us against all costs and losses we
      incur as a result of such termination. 

	  	
       

	7 	
      If we are no longer able to provide business
      accommodation and services at the business centre as stated in your
      agreement, then your agreement will end and you will only have to pay fees
      up to the date you have used the centre, including any additional services
      used. 

	  	
       

	8 	
      When your agreement expires: 

	  	
       

		

	
      You must vacate the business centre immediately, leaving
      it in the same condition as it was when it was assigned to you, save for
      reasonable wear and tear. We may dispose of any property you leave in the
      business centre in any way we choose without owing you any responsibility
      for it (subject to privacy legislation), or any proceeds of sale. ANY
      items left beyond 10 (ten) days will be destroyed and Tri Executive Group
      holds no liability for those objects or information. 

	  	
       

		

	
      It is your responsibility to notify people that you are
      no longer using the business centre address. Unless arrangements are made
      for your mail to be forwarded to an address specified by you, we will
      return to sender all mail and couriers that arrive at the business centre.
      You agree that we will have no responsibility to you in respect of any
      such mail 



Office Agreement

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      or courier packages unless prior arrangements which have
      been outlined in the Current Fee Schedule.

	 	 
	9 	
      While your agreement is in force and for ONE CALENDAR
      YEAR, after it ends, you must not offer employment to any of our staff
      without our expressed consent. If you do, we estimate our loss as the
      equivalent of one year’s salary for each of the employees concerned, and
      you agree to pay us damages equal to that amount.



The Fine Print 

	1 	
      All formal notices must be in writing, and will be
      considered given to us if delivered personally to us at the business
      centre or sent by courier or first class post to our registered office
      at:



THE JOFFRE BUILDING –

Tri Executive Group, 

Suite 200, 708-11th Avenue SW, 

Calgary, Alberta-Canada-T2R 0E4 

	2 	
      The terms of your agreement are confidential. Neither of
      us may disclose them without the other’s consent unless required to do so
      by law or an official authority. This obligation continues for two
      years after your agreement expires.

	 	 
	3 	
      Except where we are grossly negligent, you must indemnify
      us in respect of all liability, claims, damages, losses, and expenses that
      may arise:

	 	 
		
      *If someone you invited or employ dies or is injured in
      the business centre. 
*From a third party in respect of your use of the
      business centre and the services. 
*If you do not comply with the terms
      of your agreement.

	 	 
		
      You must also pay any costs, including our reasonable
      legal fees that we incur in enforcing your agreement.

	 	 
	4 	
      The invalidity or unenforceability of any terms of your
      agreement will not impair the validity of any other term. No waiver of any
      default by you will be implied from our failure to take action in respect
      of such default.

	 	 
	5 	
      This agreement will be governed by the laws of Alberta,
      and of Canada where they have precedence.



Office Agreement

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Note 1: The legal aspects of our agreement are founded on the
Alberta Innkeepers Act (the “Act”). For the sake of clarity, we have used
somewhat different terms from those in the Act. In our agreement, the “use” of
the Tri Executive Group business centre is equivalent to “providing lodging” as
used in the Act, and “client” is equivalent to being “registered as a guest”.


Office Agreement

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TERMS: 

Company Name: Force Energy

Company Owner: Rahim Rayani

Home Address: 280 Nelson Street, Suite 131 – Vancouver
BC, V6B 2E2

Home Phone Number: 1-778-288-8788

Emergency Contact: Farzana Allibhai
1-778-855-6335

Accounts Payable/Receivable Contact: Rahim
Rayani

Incorporated: YES NO 

Length of Term: ONE YEAR  Office Unit#
219

Commencement Date: September 11, 2008 
Expiry Date: September 10, 2009

Hard Key and Prox Card Deposit $75.00 X 1 = $75.00
(this is non-refundable if lost or stolen) 

Monthly Fee: $1856.00+$92.80GST =
$1948.80   Deposit: $1856.00

Total Monthly Fees (Excluding services used on a monthly basis
such as Additional client usage which may require additional Internet access,
furniture, phone, phone line, Administrative services and parking etc., which
are subject to change with 30 days notice and priced as per the Fee Service
Schedule): $1856.00+$92.80GST = $1948.80 

I agree to the terms and conditions set out above, and am authorized
  to sign on behalf of the company named: 

	

      

      

      

      

      

    


 

Office Agreement

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Legal address assigned for use during this term: 

Suite #219 – 708-11th Ave SW 
Calgary, Alberta 
T2R
0E4 

Office Agreement

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Additional Staff Member Information: 

The additional clients signed below agree to the policies and
terms set out within the attached agreement. 

	Name (please print)
    	 	Home
      Address and phone number: 
	 	 	 
	Date 	 	Signature 
	 	 	 
	Witness 	 	Signature 
	 	 	 
	  	 	  
	Name (please print) 	 	Home Address and phone number: 
	 	 	 
	Date 	 	Signature 
	 	 	 
	Witness 	 	Signature 
	 	 	 
	  	 	  
	Name (please print) 	 	Home Address and phone number: 
	 	 	 
	Date 	 	Signature 
	 	 	 
	Witness 	 	Signature 


Office Agreement

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