EXHIBIT 6.5
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EQUIPMENT LEASE
THIS LEASE made this 22nd day of October, 1998.
B E T W E E N:
ASTRIS INC. and ASTRIS ENERGI INC., 0000 Xxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxx X0X 0X0 ("Lessor")
- and -
ENERGY VENTURES INC. (CANADA), having its principal place of
business at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0.
("Lessee")
The parties hereto agree as follows:
1. LEASE
Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, all machinery, equipment, jigs, fixtures, materials, work-in-process,
furniture and other property physically located on the date hereof at the above
address of the Lessor (which machinery, equipment, jigs, fixtures, materials,
work-in-process, furniture and other property has not changed substantially for
at least 90 days), including without limitation the machinery, equipment and
other property set out in the schedule made a part hereof. All such machinery,
equipment and other property described in all said schedule is hereinafter
collectively called "Equipment".
2. TERM
The term of this lease respecting each item of Equipment
commences upon the date hereof and ends on the date 10 years from the date
hereof.
3. RENT AND PURCHASE OPTION
(a) The aggregate rent for the Equipment (exclusive of the Goods and
Services Tax) shall be equal to $45,000.00 (U.S.) per year, being $450,000.00
(U.S.) in the aggregate, prepayable in full by way of the issuance of an
aggregate of 200,000 common shares of Energy Ventures Inc. to the Lessor. The
Lessor acknowledges that the trading of such shares by it is subject to
applicable securities laws.
(b) In the event of the bankruptcy, insolvency or appointment of a
receiver of any assets of the Lessor or any affiliate of the Lessor or in the
event of the completion of the term of this lease, whichever comes first, the
Lessee shall have the right to purchase the Equipment at any time thereafter on
payment to the Lessor of $1.00.
(c) The Lessee shall pay to the Lessor or remit to the appropriate
taxation authority the Goods and Services Tax payable hereunder provided the
Lessor is a GST Registrant and provides the Lessee with the information
necessary to claim an input tax credit. Lessee shall pay GST on the monthly
rental payments on receipt of a monthly invoice from Lessor setting out the
monthly equivalent rental amount, the applicable GST and the registration number
of the Lessor.
4. USE AND LOCATION
Lessee shall use the Equipment in a careful and proper manner
and shall comply with and conform to all material laws and regulations in any
way relating to the possession, use or maintenance of the Equipment. Lessor
acknowledges that Lessee will relocate the Equipment to the facilities of the
National Research Council of Canada in Ottawa or elsewhere and consents to any
such relocation.
5. ALTERATIONS
Lessee may make any alterations, additions, improvements and
other changes to the Equipment without the prior written consent of Lessor.
6. INSURANCE
Lessee shall keep the Equipment insured against all risks of
loss or damage and shall carry liability insurance covering the Equipment.
7. ASSIGNMENT
Without the prior written consent of Lessor, Lessee may assign or
transfer this lease, the Equipment or any part thereof, or any interest therein.
8. ENTIRE AGREEMENT
This lease constitutes the entire agreement between Lessor and
Lessee and it shall not be amended, altered or changed except by a written
agreement signed by the parties hereto.
9. NOTICES
Service of all notices under this lease shall be sufficient if
given personally or mailed to the party involved at its respective address
hereinbefore set forth, or at such address as such party may provide in writing
from time to time. Any such notice mailed to such address shall be effective two
business days after the date mailed by registered mail, duly addressed.
10. GENDER, NUMBER
Whenever the context of this lease requires, the masculine
gender includes the feminine or neuter, and the singular number includes the
plural and whenever the word "Lessee" is used herein, it shall include all
assignees of Lessee.
11. TITLES
The titles to the paragraphs of this lease are solely for the
convenience of the parties, and are not an aid in the interpretation of the
instrument.
12. TIME
Time is of the essence of this lease and each and all of its
provisions.
The parties hereto have executed this Lease on the day and
year first above written.
Lessor: Lessee:
ASTRIS INC. ENERGY VENTURES INC. (CANADA)
Per: Per:
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ASTRIS ENERGI INC. Per:
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Per:
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