EXHIBIT 10.1
COMMERCIAL LEASE
This lease is made in duplicate between:
(A) Tradeglobe Consulting Ltd. ( the "Landlord")
-----------------------------------
(landlord's name)
and
(B) POPstar Communications Canada Corp. ( the "Tenant")
-----------------------------------
(tenant's name)
The Landlord and the Tenant hereby agree as follows:
1. The Landlord hereby grants the Tenant a lease of the premises outlined in
red (for dedicated area) and yellow (for common area) on the floor plan
attached as Schedule A located on the Ground & 2nd floors of 000 Xxxx 0xx
Xxxxxx, Xxxxxxxxx, XX Xxxxxx (the "Premises"). The parties agree that the
Premises have a rented area of 5,130 square feet, excluding the exterior
walls.
2. The term of this lease commences on April 1, 2000 and ends on March 31,
2001. If the Tenant continues in occupation of the Premises with the
consent of the Landlord after expiry of the term of this lease, the Tenant
shall be deemed to be leasing the Premises on a month-to-month basis but
otherwise on the terms as set out in this lease.
3. The Tenant may use the Premises for Office Use and for no other purpose.
-------------
(business purpose)
4. The commencement date of this lease shall be April 1, 2000.
5. The Landlord shall also be solely responsible for repairs or improvements
to the structure and to the exterior of the building.
6. Rent, Security Deposit, Rental Operating and Other Charges
(a) The Tenant shall pay the Landlord a "base rent" based on the following
schedule which shall become effective automatically and without
further notice as of the first day of the specified lease month:
Lease Months Monthly Rental
------------ --------------
Months 1-12 C$4,488.55
Months 13-24 (if applicable) C$4,713.00
The Tenant shall pay the base rent to the Landlord in advance on or
before the first of each month commencing on April 1, 2000 with the
base rent for any broken portion of a calendar month in which this
lease terminates being prorated.
(b) The Tenant shall pay the Landlord a security deposit of C$4,488.55
immediately upon the commencement date of this lease. The Tenant
acknowledges that the security deposit shall be held by Landlord
without interest as security for the performance by the Tenant of the
Tenant's covenants and obligations under this lease. The Tenant agrees
that such deposit may be commingled with the Landlord's other funds
and that such security deposit is not an advance payment of rental or
a measure of the Landlord's damages in case of default by the Tenant.
Upon the occurrence of any event of default by the Tenant, the
Landlord may, from time to time, without prejudice to any other remedy
provided herein or provided by law, use such funds to the extent
necessary to make good any arrears of rentals and any other damage,
injury, expense or liability caused to the Landlord by such event of
default, and the Tenant shall pay to the Landlord on demand the amount
so applied in order to restore the security deposit to its original
amount. If the Tenant is not then in default hereunder, any remaining
balance of such security deposit shall be returned by the Landlord to
the Tenant within thirty (30) days of termination of this lease and
the Tenant's vacating of the Premises.
(c) The Tenant shall be responsible for the Tenant's share (being 58%) of
the following services and expenses (referred to as "the Tenant's
Share of Rental Operating Charges"):
- utilities including but not limited to electricity, gas, water;
- property taxes;
- cleaning, garbage disposal;
- landscaping and gardening;
- property insurance; and
- security alarm and monitoring.
The Landlord shall invoice the Tenant monthly for the Tenant's Share
of Rental Operating Charges incurred during the preceding calendar
month. Each invoice is payable in full within thirty days after
delivery. The Tenant is deemed to have admitted the accuracy of the
amount charged in any invoice for the Tenant's Share of Rental
Operating Charges that he or she has not challenged in writing within
the applicable thirty-day period.
(d) The Tenant shall also pay the Landlord as "other charges", on demand,
100% of the total costs reasonably incurred by the Landlord, including
but not limited to legal fees in connection with the curing of any
default by the Tenant
under this lease, the collection of payment of rent and the regaining
of lawful possession of the Premises.
7. Any services and expenses relevant to the use by the Tenant of the Premises
and not specified in this lease shall be the responsibility and for the
expense of the Tenant.
8. The Landlord covenants with the Tenant that so long as the Tenant complies
with the terms of this lease, the Tenant may occupy and enjoy the Premises
without any interruption, subject to the terms herein, from the Landlord.
9. The Landlord is not liable for any damage to the Tenant's property or for
any injury to any person in or coming to or from the Premises, however
caused, and the Tenant agrees to indemnify the Landlord against the
financial consequences of any such liability. In this regard, the Tenant
shall purchase and maintain public liability insurance in the amount of no
less than two million dollars (C$2,000,000.00) and shall provide proof of
this insurance to the Landlord on request.
10. The Landlord may terminate this lease for any one of the following or any
other causes permitted by law:
(a) thirty days' arrears of rent, other charges and the Tenant's Share of
Rental Operating Charges;
(b) the bankruptcy or insolvency of the Tenant;
(c) a material change in the use of the Premises by the Tenant, and in
particular (without limiting the generality of this provision) any
change which affects the Landlord's building insurance or which
constitutes a nuisance.
(d) any unauthorized assignment or subletting of this lease by the Tenant;
(e) substantial damage to or destruction of the Premises;
(f) any sale or material change in use of the building in which the
Premises are located by the Landlord; and
(g) any significant willful or negligent damage to the Premises caused by
the Tenant or by persons permitted on the Premises by the Tenant.
11. The Tenant shall not assign or in any manner transfer this lease or any
estate or interest therein, or sublet the Premises or any part thereof, or
grant any license, concession or other right of occupancy of any portion of
the Premises without the prior written consent of the Landlord. The
Landlord agrees that it will not withhold consent in a wholly unreasonable
and arbitrary manner; however, in determining whether or not to grant its
consent, the Landlord shall be entitled to take into
consideration factors including but not limited to the nature of business,
reputation and net worth of the proposed transferee, and the then current
market conditions (including market rentals). In addition, the Landlord
shall also be entitled to charge the Tenant a reasonable fee for processing
the Tenant's request.
12. The Tenant shall keep the Premises in a reasonable state of repair and
cleanliness and shall not make improvements or alterations to the Premises
without the written consent of the Landlord, which consent may not be
unreasonably withheld.
13. The Landlord and the Landlord's agents and representatives shall have the
right to enter the Premises at any time in case of an emergency, and
otherwise at all reasonable times upon reasonable advance oral or written
notice for any purpose permitted pursuant to the terms of this lease,
including, but not limited to, examining the Premises; making such repairs
or alterations therein as may be necessary or appropriate in the Landlord's
sole judgment for the safety and preservation thereof; erecting,
installing, maintaining, repairing or replacing wires, cables, conduits,
vents, ducts, risers, pipes, HVAC equipment or plumbing equipment running
in, to, or through the Premises; showing the Premises to prospective
purchasers or mortgagees and during the last year of this lease,
prospective tenants; and posting notices of nonresponsibility. Except in
the event of an emergency, the Landlord's agents and representatives shall
be accompanied by a representative of the Tenant whenever they enter the
Premises. The Tenant shall use reasonable efforts to accommodate the
Landlord's requests for accompanied entry of the Premises.
14. At the end of the lease, the Tenant shall deliver vacant possession to the
Landlord of the Premises in the same condition as at the commencement of
the lease, reasonable wear and tear excepted and except that the Landlord
may, in the Landlord's sole discretion, elect to keep any of the Tenant's
improvements, alterations, or fixtures.
15. Any written notice required or permitted to be given by this lease is
sufficiently given if sent in proper form by ordinary mail to the last
known address of the party for whom the notice is intended. Any written
notice sent by ordinary mail in accordance with this paragraph is deemed,
for the purposes of this lease, received by the addressee on the seventh
day after mailing unless actually received before. Nothing in this
paragraph prevents giving written notice in any other manner recognized by
law.
16. In this lease, words importing the singular include the plural, and vice
versa, and importing the masculine gender include the feminine, and
importing an individual include a corporation and vice versa. This lease
binds and benefits the parties and their respective heirs, successors, and
permitted assigns.
17. If not in default under this lease, the Tenant has the right to renew this
lease for a further term of ONE years exercisable by giving written notice
of renewal to
the Landlord in the three-month period immediately before the expiry of the
original fixed term of this lease. The renewed lease is granted on the same
terms as set out in this lease except as to base rent and without any
further right of renewal. The base rent payable by the Tenant in the
renewed term may be agreed between the Landlord and Tenant but, failing
such agreement before commencement of the renewed term of the lease, the
amount of the base rent shall be referred to and settled by a single
arbitrator agreed upon by the parties or, in default of such agreement, to
a single arbitrator appointed pursuant to the legislation governing
submissions to arbitration in the jurisdiction whose laws govern this
agreement. The decision of the arbitrator is final and binding on the
parties with no right of appeal.
Executed under seal on April 1, 2000.
---------------
(date)
Signed, sealed, and delivered )
in the presence of: )
)
000 X. 0xx Xxx. )
/s/ Xxx Xxx Vancouver, B.C. ) /s/ Xxxxxxxx Xxx
-------------------------------------- ) Xxxxxxxx Xxx, Director
Witness (Xxx Xxx) ) The Landlord
)
000 X. 0xx Xxx. )
/s/ Xxx Xxx Vancouver, B.C. ) /s/ Xxxx XxXxxxxxx
-------------------------------------- ) Xxxx XxXxxxxxx, President
Witness (Xxx Xxx) ) The Tenant
