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EXHIBIT 6(h)
0000 XXXXXXXX XXXXXX
VANCOUVER, BRITISH COLUMBIA
OFFER TO SUB-LEASE
BETWEEN
GRUPPO MODA HOLDINGS LTD.
(SUB-LANDLORD)
AND
NETSENTRY TECHNOLOGY INC.
(SUB-TENANT)
Colliers Xxxxxxxx Xxxxxxx Inc.
Leasing Division
("Agent")
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OFFER TO SUB-LEASE
0000 XXXXXXXX XXXXXX
VANCOUVER, BRITISH COLUMBIA
(THE "BUILDING")
TO: GRUPPO MODA HOLDINGS LTD. ("Sub-Landlord")
#360 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX
WE: NETSENTRY TECHNOLOGY INC. ("Sub-Tenant")
#105 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX
hereby offer to sub-lease from the Sub-Landlord, upon the following terms and
conditions, the premises on the third (3rd) floor of the Building, having a
Rentable Area of approximately 2,300 square feet ( the "Sub-Lease Premises")
subject to confirmation of size. The floor area of the Sub-Lease Premises is as
shown outlined in heavy black on the attached plan (Schedule "A") of the Offer
to Sub-Lease.
1. TERM
The term of the Sub-Lease shall be two (2) years commencing on the 15th
day of May, 1999 (the "Commencement Date") and expiring on the 14th day
of May, 2001.
2. GROSS RENT
The Gross Rent, plus Goods and Services Tax, shall be $24.00 per square
foot per annum payable monthly in advance on the first day of each month
during the Term.
3. DEPOSIT
A cheque for the equivalent of two (2) months Gross Rent (the
"Deposit"), plus applicable Goods and Services Tax, payable to the
Sub-Landlord's agent, Colliers Xxxxxxxx Xxxxxxx Inc., in trust, shall be
tendered upon acceptance of the Offer to Sub-Lease as the Deposit. This
payment is to be credited firstly towards the last month's rent and
thereafter towards the first month's rent, and to be returned to the
Sub-Tenant if this Offer is not accepted. If the Offer is accepted, and
in the event the Sub-Tenant does not proceed per the terms of this
Agreement, the Sub-Landlord may terminate this Agreement and retain the
Deposit on account of damages and not a penalty, without prejudice to
any other remedy.
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4. LEASE
The Sub-Tenant covenants to abide by all the terms of the Sub-Landlord's
Lease (the "Lease") with the exception of the terms set out in this
Offer which differ from the terms of the Lease. A copy of the Lease
shall be provided to the Sub-Tenant upon acceptance of the Offer to
Sub-Lease.
The Sub-Tenant shall enter into a Sub-Lease Agreement, which
incorporates the terms of this Offer, and the Lease, amended where
applicable, if requested by the Sub-Landlord, who shall prepare the
Sub-Lease Agreement at its cost prior to May 10th, 1999. Otherwise this
Offer, together with the Lease, shall constitute the Sub-Lease
Agreement.
5. OPTION TO RENEW
Provided the Sub-Tenant has not been in breach of the Sub-Lease, the
Sub-Tenant shall have the right to renew the Sub-Lease for one
additional Terms of one (1) year and two months and fifteen days under
the same terms and conditions. This right shall include any additional
space the Sub-Tenant leases pursuant to Section 6 below. The Gross Rent
during the renewal period shall be the fair market Gross Rent agreed
between the parties, and failing such agreement, as determined by
arbitration pursuant to the Commercial Arbitration Act of British
Columbia. However, the Gross Rent shall not be less than the Basic Rent
payable in the last year of the Term. To exercise this right, the
Sub-Tenant shall give written notice to the Sub-Landlord no earlier than
six (6) months and no later than four (4) months prior to the date of
the expiry of the Term, otherwise this Option to Renew shall be deemed
waived.
6. OPTION TO LEASE ADJOINING SPACE
Provided the Sub-Tenant has not been in breach of the Sub-Lease, the
Sub-Tenant shall have the option to sub-lease the adjoining, and
remaining approximately 1,000 square feet occupied by the Sub-Landlord,
provided the Sub-Tenant gives the Sub-Landlord ninety (90) days written
notice of its intention to expand. This option can be exercised any time
after the first six months of the Sub-Lease term. The sub-lease term on
this additional space shall commence on the first day of the month,
ninety (90) days after Tenant's notification and shall terminate on the
expiry of the Term of the Sub-Lease or any permitted renewal thereof.
The Gross Rental per square foot payable on the additional space shall
be at the same rate payable on the Sub-Lease Premises.
7. USE
The Sub-Lease Premises shall be used only for the purposes on a general
business office, including hardware and software product development,
sales and marketing.
8. SUB-TENANT'S CONDITIONS PRECEDENT
This Offer and Acceptance is subject to the following Conditions
Precedent being waived at the sole discretion of the Sub-Tenant.
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(a) The Sub-Tenant accepting the cost of any construction
required to make the space suitable for its business
purposes, including electrical and communications upgrades
to the Sub-Lease Premises;
(b) The Sub-Tenant reviewing and accepting the Lease;
(c) The Sub-Tenant confirming the size of the Sub-Lease
Premises is acceptable.
If the Sub-Tenant fails to notify the Sub-Landlord, in writing, that the
Conditions Precedent have been satisfied or waived, prior to 3:00 p.m.
on the 21st day of April, 1999, or such other times as may be
subsequently agreed, then this Offer shall become null and void.
Immediately thereafter, the Deposit(s) shall be returned in full to the
Sub-Tenant and neither party shall have further obligation to the other.
This clause is for the sole benefit of the Sub-Tenant.
9. SOLE AGREEMENT
There are no agreements, covenants, representations, warranties or
conditions in any way relating to the subject matter of this agreement
expressed or implied, collateral or otherwise, except as expressly set
forth herein.
10. TIME OF THE ESSENCE
Time is of the essence of this agreement with respect to the covenants
contained herein.
11. DEFINITIONS
Words defined in the Lease and used herein shall have the same meaning
ascribed to them by the Lease.
12. CONSENT OF LANDLORD
This Offer is subject to the consent of the Landlord in accordance with
the terms of the Lease.
13. AGENT'S COMMISSION
An Agent's commission of two (2) months Gross Rent, plus any applicable
Goods and Services Tax, shall be payable to the Agent by the
Sub-Landlord and the Sub-Tenant on an equal basis, with each paying one
(1) months Gross Rent. The Sub-Landlord's portion is to be deducted from
the Deposit on the Commencement Date or occupancy by the Sub-Tenant,
whichever first occurs, the remaining commission due to the Agent by the
Sub-Tenant shall be due and payable on the Commencement Date or
occupancy by the Sub-Tenant.
14. OFFER PROVISIONS
All terms of this Offer shall survive the completion of this
transaction. In the event of any conflict between the terms of this
Offer and the terms of the Lease, the terms of this Offer shall prevail.
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15. DISCLOSURE
The Sub-Landlord and the Sub-Tenant acknowledge and agree that:
(i) in accordance with the Code of Ethics of the Canadian Real
Estate Association, Colliers Xxxxxxxx Xxxxxxx Inc. (the "Agent")
has disclosed that it is representing the Sub-Landlord and the
Sub-Tenant in the transaction described in this Agreement;
(ii) the Agent, in order to accommodate the transaction described in
this Agreement, was and is entitled to pass any relevant
information it receives from either party or from any other
source to either of the parties as the Agent sees fit, without
being in conflict of its duties to either party; and
(iii) the Sub-Landlord and the Sub-Tenant shall each pay one half (1/2)
of the commission and compensation due to the Agent, (equivalent
to two months Gross Rent), pursuant to Section 13 of this
Agreement.
15A. LANDLORD'S SUBJECT
This offer is subject to the Sub-Landlord's approving of the
Sub-Tenant's financial strength on or before April 21st, 1999, or this
Offer shall be null and void and any deposit returned to the Sub-Tenant.
15B. POST-DATED CHEQUES
The Sub-Tenant shall provide the Sub-Landlord with post-dated cheques
for the Gross Rent for 12 months at a time.
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(iv)
16. ACCEPTANCE
This Offer shall be irrevocable and open for acceptance until 3:00 p.m.
on the 7th day of April, 1999, after which time if not accepted this
Offer shall be null and void and the Deposit shall be returned in full
to the Sub-Tenant. This Offer may be accepted by signing and returning
one duplicate copy or facsimile of this Offer.
DATED this 7th day of April, 1999.
NETSENTRY TECHNOLOGY INC.
SUB-TENANT
Per: [sig]
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Per: [sig]
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ACCEPTANCE
The Sub-Landlord hereby accepts the above Offer this 7 day of April, 1999.
GRUPPO MODA HOLDINGS LTD.
SUB-LANDLORD
Per: [sig]
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Per: [sig]
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LANDLORD'S CONSENT
The Landlord hereby consents to the attached Offer this 21 day of April, 1999.
PENREAL PROPERTY FUND II LTD.
LANDLORD
Per: [sig]
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Per: [sig]
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SCHEDULE A
[MAP]
