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Sample Business Contracts

BC-Vancouver-302-343 Railway Street Lease - 343 Railway Investments Ltd. and Butterfly Software Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
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THIS INDENTURE made the 30th day of April, 1999.


IN PURSUANCE OF THE "LAND TRANSFER FORM ACT"


BETWEEN: 343 RAILWAY INVESTMENTS LTD.
1120-1040 West Georgia Street
Vancouver, BC V6E 4H1

(hereinafter called the Lessor of the "FIRST PART")

AND:

BUTTERFLY SOFTWARE INC.
415-11948 207 Street
Maple Ridge, BC V2X 1X7


(hereinafter called the Lessee of the "SECOND PART")

     WITNESSETH that in  consideration of the Rents,  Covenants,  Conditions and
Agreements hereinafter respectively reserved and contained, the said Lessor doth
demise and lease unto the said Lessee,  ALL AND SINGULAR  those  certain  lands,
premises  and  building  situated in the City of  Vancouver  in the  Province of
British Columbia and known and described as:

That portion of the third floor known as suite #302  situated  upon Lot E, Block
39A,  District  Lot 196,  Land  District  36, Plan 4600 and  addressed  as Suite
302-343 Railway Street,  Vancouver,  BC with approximately  3,026 square feet of
production space as shown outlined in red on the floor plan attached as Schedule
A.


(hereinafter called the "PREMISES")

FROM the 1st day of June, 1999.


FOR THE TERM of three (3) years,




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YIELDING therefore commencing the 1st day of June, 1999 to and including the 1st
day of May, 2000 the Rent of TWENTY SEVEN  THOUSAND  ($27,000)  DOLLARS plus GST
payable  at the office of the Lessor  monthly  in advance by  postdated  cheques
without  deduction on the 1st day of each and every month being TWO THOUSAND TWO
HUNDRED FIFTY($2,250) DOLLARS plus GST.

YIELDING therefore commencing the 1st day of June, 2000 to and including the 1st
day of May, 2001 the RENT OF TWENTY SEVEN THOUSAND EIGHT HUNDRED AND TEN DOLLARS
($27,810.00)  plus GST payable at the office of the Lessor monthly in advance by
postdated cheques without deduction on the 1st day of each and every month being
TWO THOUSAND THREE HUNDRED  SEVENTEEN  DOLLARS AND FIFTY CENTS  ($2,317.50) plus
GST.

YIELDING therefore commencing the 1st day of June, 2001 to and including the 1st
day of May,  2002 the RENT OF TWENTY  EIGHT  THOUSAND SIX HUNDRED AND FORTY FOUR
DOLLARS  AND THIRTY  CENTS ($28,  644.30)  plus GST payable at the office of the
Lessor monthly in advance by postdated  cheques without deduction on the 1st day
of each and every  month  being TWO  THOUSAND  THREE  HUNDRED  AND EIGHTY  SEVEN
DOLLARS ($2,387.00) plus GST.

The Lessee shall have occupancy of the Premises on June 1, 1999 (the  "Occupancy
Date").  The Lessor's  work as set out in Schedule "B" attached  hereto shall be
substantially complete as of the Occupancy Date.

Upon  acceptance of the lease,  the Lessee shall tender a deposit  cheque in the
amount of FOUR  THOUSAND SIX HUNDRED AND THIRTY SEVEN  ($4,637.00)  DOLLARS plus
GST which is to be credited to payment for rent, plus GST, due for the first and
last months of the lease term.

THAT THE SAID LESSEE COVENANTS WITH THE SAID LESSOR:

To pay rent  monthly in advance  by post dated  cheques,  on the 1st day of each
month,  and to pay any business  transfer tax, value added tax, sales tax, Goods
and Services Tax and the Lessee's proportionate share of Property Taxes over the
base year of 1999 and utilities (light and electrical -BC Hydro)

AND to repair, reasonable wear and tear and damage by fire, lightning, tempest
and earthquake excepted;

AND to give to the Lessor or his agent immediate  notice of any defect in water,
gas or other pipes or fixtures, heating apparatus, elevator, hoist, machinery or
telephone, electric or other wires or fixtures;

AND that the Lessor may enter and view state of repair and that the Lessee  will
repair  according  to  notice  reasonable  wear  and tear  and  damage  by fire,
lightning, tempest and earthquake excepted;


<PAGE>




AND that the Lessee will leave the premises in good repair,  reasonable wear and
tear and damage by fire, lightning, tempest and earthquake excepted;

AND will keep and leave  whole and in good  order all  water,  gas and  electric
fixtures, glass, pipes, faucets, locks, fastenings,  hinges, window shades, sash
cords, heating and cooling apparatus under the control of and used by the Lessee
and will keep all brass,  copper  and other  metals  and all  windows,  in on or
attached to the premises, cleaned and polished;

AND will not assign without leave; AND will not sublet without leave;

AND will not use the  premises  nor allow the  premises to be used for any other
purpose than that for which the premises are hereby leased, namely:

for production of internet software

AND  will  not  carry  on nor do,  nor  allow  to be  carried  on or done on the
premises, any sales by auction, nor any work, business, occupation, act or thing
whatever  which may be or become a nuisance  or  annoyance  to the  Lessor,  the
public or any other  occupant  of the said  building or which may  increase  the
hazard of fire or  liability  of any kind or which may increase the premium rate
of insurance  against loss by fire or  liability  upon the said  building or the
premises or invalidate any policy of insurance of any kind upon or in respect of
same which may cause or result in  excessive  use or waste or water or  increase
the  amount of water  rates  payable  in  respect  of the said  building  or the
premises;

AND will not drive nails or screws into nor drill into nor cut,  mark nor in any
way deface any part of the premises;

AND will not make any alterations in the structure,  plan or partitioning of the
premises nor install any plumbing,  piping,  wiring or heating apparatus without
the written permission of the Lessor or his agents first had and obtained and at
the end or sooner  determination  of the said term will  restore the premises to
the present  condition if called upon to do so by the Lessor but  otherwise  all
repairs,  alterations,  installations  and additions made by the Lessee upon the
premises,  except gas and electric fixtures and movable business fixtures, shall
be the property of the Lessor and shall be considered in all respects as part of
the premises;  AND will  indemnify and save harmless the Lessor from and against
any and all manner of claims for liens for wages or materials, or for damages to
persons  or  property  caused  during the  making of or in  connection  with any
repairs, alterations, installations and additions which the Lessee shall make or
cause to be made on the  premises;  AND will  allow the  Lessor to post and will
keep posted on the  premises any notice that the Lessor may desire to post under
the provisions to the Repairers Lien Act;

AND will erect,  place,  use or keep in or upon the  premises  only such shades,
window blinds, awnings, projections,  signs, advertisements,  lettering devices,
notices,  painting or decoration as are first approved in writing by the Lessor,
and upon the expiration or  determination  of this Lease will remove the same if
required to do so by the Lessor;



<PAGE>



AND will  indemnify  and save  harmless  the Lessor from and against any and all
manner of actions or causes of action damages,  loss, costs or expenses which he
may sustain,  incur or be put to by reason of any advertising signs now existing
or which may hereafter be erected by the Lessee upon,  over,  projecting from or
above the said  building or the premises and will pay the premiums  charged upon
any bond of  indemnity or  liability  insurance  policy in respect of such signs
issued upon the demand of Civic, Municipal or other authorities, provided always
that the  Lessor  shall  from  time to time and at all  times  hereafter,  be at
liberty to examine the said signs, and that the Lessee will repair or strengthen
same upon notice from the  Lessor,  and if the Lessee  shall fail to comply with
such  notice,  the Lessor shall be at liberty to repair or  strengthen  the said
signs at the costs,  charges and expenses of so doing shall be forthwith paid by
the Lessee to the Lessor,  but giving of such notice and the undertaking of such
repairs or strengthening by the Lessor shall not be deemed an acknowledgement or
admission of any liability or responsibility on the part of the Lessor;

AND will not cover nor obstruct the glass doors, partitions,  transoms, windows,
lights and skylights  which reflect or admit light into any passage way or other
place in the said building;

AND will not bring into or upon the premises any safe, motor, machinery or other
heavy  articles  without  the  consent of the  Lessor in  writing  first had and
obtained,  and will immediately make good any damage done to the any part of the
building or premises by bringing in or taking away the same;

AND will  provide  receptacles  for  refuse and  rubbish of all kinds,  and will
attend to the removal of the same from the  premises at regular  intervals,  and
will not keep nor leave any boxes, packing material or rubbish of any kind in or
near the passages, yards and alleys adjacent to the premises;

AND will observe,  obey and conform to and cause his employees to observe,  obey
and  conform to all rules and  regulations  from time to time made by the Lessor
with regard to the  management,  use or  occupation of the said building and the
premises;

AND  will  comply  promptly  at his  own  expense  with  all  laws,  ordinances,
regulations,   requirements  and   recommendations  of  any  and  all  Dominion,
Provincial,  Civic,  Municipal and other  authorities,  or  Association  of Fire
Insurance  Underwriters  or Agents and all notices in  pursuance of same whether
served upon the Lessor or the Lessee,  and will  indemnify and save harmless the
Lessor  from and  against  any and all  manner of  actions  or causes of action,
damages,  lost costs or  expenses  which he may  sustain,  incur or be put to by
reason of any  neglect of same or  noncompliance  therewith  or by reason of any
defect,  deficiency,  disrepair,  depreciation,  damage  or  change in or to the
premises,  or any injury or damage to any  person nor to any goods and  chattels
contained in, upon or about the premises, however caused;

AND will  allow  notices  "For  Sale" or "To  Let" to be put and  remain  on the
premises  in a  conspicuous  position  for at least sixty (60) days prior to the
expiration  of the Lease and will  allow  Prospective  purchasers  or tenants to
enter and  inspect  the  premises  on week days during the said sixty (60) days;



<PAGE>




AND in the event  that rent is not paid to the Lessor or his agent on the1st day
of any month as stipulated in this Lease, a daily charge for liquidated  damages
shall be paid by the  Lessee for each day that the rent is  overdue,  such daily
charge to be  determined by the Lessor and will be paid to the Lessor within ten
(10) days of  notification by the Lessor to the Lessee of the amount owing under
this clause;

AN  amount  equal  to  all  professional  fees  incurred  by the  Lessor  in the
enforcement  of the  Lessee's  covenants  under  this  Lease in  respect  of the
recovery of any insurance  claims on behalf of the Lessee and all costs incurred
or sums paid by the Lessor or any tenant or  tenants or other  occupants  of the
entire  premises  by  reason  of any  breach  of the  Lessee's  covenants  to be
performed and observed by the Lessee  pursuant to the terms of this Lease, to be
paid to the  Lessor  within ten (10) days of  notification  by the Lessor to the
amount owing under this clause;

AND at the  expiration  or sooner  determination  of this Lease  will  peaceably
surrender and give up possession of the premises without notice from the Lessor,
any  right to  notice to quit or vacate  being  hereby  expressly  waived by the
Lessee, any law, usage or custom to the contrary notwithstanding;

AND IT IS HEREBY AGREED:

THAT if the Lessee duly and regularly pays said rent, plus GST and performs each
and every of the  covenants  herein to be performed  and observed by the Lessee,
the Lessor shall grant to the Lessee upon six (6) months'  written  notice prior
to the  expiration  of the term,  a renewal  lease for a term of three (3) years
upon the same terms and conditions contained herein, save as to rental, plus GST
and this option to renew clause.  Rent,  plus GST for said renewal term shall be
agreed upon between  parties and shall be based on the fair market rental,  plus
GST, for premises of similar size, quality and location at time of renewal,  but
shall not be less than the rent plus GST,  payable  during  the last year of the
term of the Lease.  The Lessor  and  Lessee  shall  attempt to agree on the fair
market  rental,  plus GST for the renewal term during the three (3) month period
immediately  preceding the expiry of the initial term.  Failing  agreement as to
the rental rate, plus GST, the rate shall be determined by one arbitrator  under
the Commercial Arbitration Act of British Columbia.

THAT the whole  contract and agreement  between the parties  hereto is set forth
herein,  that the Lessee has leased the premises after  examining the same, that
no  representations,  warranties or  conditions  have been made other than those
expressed or implied herein,  and that no agreement  collateral  hereto shall be
binding upon the Lessor unless it be made in writing and signed by the Lessor;

THAT no waiver of nor neglect to enforce the right to  forfeiture  of this Lease
or the right of re-entry  upon breach of any  covenant,  condition  or agreement
herein  contained  shall be deemed a waiver of such rights  upon any  subsequent
breach  of the  same  or any  other  covenant,  condition  or  agreement  herein
contained;

THAT any notice to be served hereunder shall be deemed to be sufficiently served
on the Lessee if addressed to the Lessee and left on the premises;


<PAGE>




THAT if the Lessor is unable to deliver  possession  of the premises at the time
of the commencement of the said term, neither the Lessor nor his agents shall be
liable for any damage or loss  caused  thereby,  nor shall this Lease be void or
voidable,  nor the date of expiration of same be changed by reasons  thereof but
in such  event  the  Lessee  shall  only be liable  for rent at the rate  hereby
reserved from such time as the Lessor shall be able to deliver possession of the
premises;

THAT the  Lessor  shall  not be  responsible  for any  defect  in or  change  of
conditions affecting the premises,  nor for any damage to the premises or to any
person or to  merchandise,  goods,  chattels,  machinery or equipment  contained
therein howsoever caused;

THAT the Lessor shall not be responsible  for or in regard to the sufficiency or
insufficiency  of any  safe or  vault  used by the  Lessee  to  withstand  fire,
burglars or  thieves,  and that the use of such safe or vault is accepted by the
Lessee at his own risk and without any  recourse  whatsoever  against the Lessor
for or on account of any loss or damage which may occur in any manner whatsoever
or to any money/securities/valuables/books/papers or other property which may be
placed therein by the Lessee:

THAT the Lessor shall not be responsible for any loss, damage, or expense caused
by any overflow or leakage of water from any part of the said  building,  or any
adjoining  buildings,  occasioned by the use, misuse or abuse of water or by the
breaking or bursting of any pipes or plumbing  fixtures,  or in any other manner
or by seepage from adjoining  lands or premises or any accident or  misadventure
to or  arising  from  the use and  operation  of  machinery,  elevator,  heating
apparatus,  electric wiring and appliance,  gas or other pipes and appliances or
any fixtures or by reason of any structural  defects in the building or premises
or by any other matter or thing whatsoever;

THAT the Lessor does not warrant that any obligation,  service or facility to be
performed or provided by it under this lease or under any other  agreement  with
the  Lessee  will be free  from  interruption  or delay  caused or  required  by
maintenance,  repairs, renewals,  modifications,  strikes, riots, insurrections,
labour  controversies,   accidents,  fuel  shortages,  government  intervention,
Statute,  law,  force  majeure,  act of God or other causes  beyond the Lessor's
reasonable  control.  During the period of such interruption the Lessor shall be
relieved from such obligations,  which will not be an eviction or disturbance of
the Lessee's  enjoyment of the Premises,  render the Lessor liable in damages to
the Lessee nor relieve the Lessee from its obligations under this lease.

THAT in the event of the said building or the premises being  condemned in whole
or in part because of the unsafe condition  thereof,  this Lease shall cease and
determine  upon the  date of such  condemnation,  and the  Lessor  shall  not be
responsible  for any loss,  damages or  expenses  which the Lessee may suffer or
incur by reason of the same;



<PAGE>




THAT any yard,  passage,  alley or area  connected with the said building is for
the use of all  occupants of the said  building and the Lessee will not obstruct
nor hinder the use of same by other  occupants  of the said  building  and their
employees, agents and customers and that the Lessee will keep clean and sanitary
the position of the same situated in the rear of or adjacent to the premises;

THAT the sole and exclusive  right to use or to lease to others for their use of
the roof or exterior side and rear walls of the said building is reserved to and
retained by the Lessor;

THAT the Lessor shall have the right to any time during the said term to repair,
remodel,  alter,  improve or add to the premises or the whole or any part of the
building  of which the  premises  form a part or to change the  location  of the
entrance or entrances to the said building and the premises without compensation
or  responsibility to the Lessee and for such purposes,  if necessary,  to enter
into, pass through, work upon and attach scaffolds or other temporary structures
to the premises, putting the Lessee to no unnecessary inconvenience;

THAT any rights or privileges which may accrue or enure to or for the benefit of
the Lessor by virtue of any law  governing  the relations of Landlord and Tenant
not  specifically  mentioned  herein  and not  inconsistent  with the  terms and
conditions  hereof and all rights of  enforcement  of same shall be deemed to be
hereby reserved to and claimed by the Lessor;

THAT if the  Lessor  shall  suffer or incur any  damage,  loss or  expense or be
obliged to make any payment for which the Lessee is liable  hereunder  by reason
of any failure of the Lessee to observe and comply with any of the  covenants of
the lessee herein contained then the Lessor shall have the right to add the cost
or the amount of any such damages,  loss,  expense or payment to the rent hereby
reserved, and any such amounts shall thereupon immediately be due and payable as
rent and  recoverable in the manner provided by laws for the recovery of rent in
arrears;

THAT in case the premises or any part thereof  shall at any time during the said
term be burned  down or  damaged  by fire so as to render the same unfit for the
purpose of the Lessee,  the rent hereby reserved or a proportionate part thereof
according to the nature and extent of the damage  sustained,  shall be suspended
and abated  until the  premises  is  rebuilt or made fit for the  purpose of the
Lessee,  or at the  option of the  Lessor  the said term in such case  forthwith
comes to an end,  and the Lessee  shall  cease to be held  liable for payment of
rent except such rent as shall have  already  accrued due, and shall be entitled
to be repaid  any rent in advance  for the  balance of the period so paid for in
advance;

THAT whensoever the Lessor shall be entitled to levy distress  against the goods
and  chattels of the Lessee he may use such force as he may deem  necessary  for
that purpose and for gaining  admittance to the premises without being liable to
any actions in respect thereof, or for any loss or damage occasioned thereby and
the Lessee hereby expressly  releases the Lessor from all actions,  proceedings,
claims or  demands  whatsoever  for or on  account  of or in respect of any such
forcible  entry or any loss or damage  sustained  by the  Lessee  in  connection
therewith;


<PAGE>




THAT in case the Lessee shall become insolvent or bankrupt or make an assignment
for the benefit of creditors, or being an incorporated company if proceedings be
begun to wind up the said  company,  or in case the  non-payment  of rent at the
times herein provided, or in case the premises or any part thereof become vacant
and  unoccupied  for a period of thirty (30) days or be used by any other person
or persons, or for any other purpose that is hereinbefore provided,  without the
written  consent of the Lessor,  this Lease shall,  at the option of the Lessor,
cease and be void, and the term hereby created expire and be at an end, anything
hereinbefore to the contrary notwithstanding,  and the then current month's rent
and three (3) months' additional rent shall thereupon immediately become due and
payable,  and the Lessor may  re-enter  and take  possession  of the premises as
though the Lessee or his servants or other occupant or occupants of the premises
were holding over after the  expiration of the said term,  and the term shall be
forfeited and void;

THAT if the Lessee  shall hold over and the Lessor  shall  accept rent after the
expiration of the said term, the new tenancy  thereby created shall be a tenancy
from month-to-month and not a tenancy from year-to-year and shall be required to
pay 150% of the base rent,  together with any additional rent payable  hereunder
for the period in question;

THAT any additional covenants, conditions or agreements set forth in writing and
attached  hereto whether at the  commencement of the said term or any subsequent
time and signed or initialed by the parties  hereto shall be read and  construed
together  with and as part of this  Lease,  provided  always  that when the same
shall be at variance  with any printed  clause in this  Lease,  such  additional
covenants,  conditions  and agreement  shall be deemed to supersede such printed
clause;

THAT all grants, covenants,  conditions,  provisos,  agreements, rights, powers,
privileges  and  liabilities  contained  herein  shall be read and  construed as
granted to, made and reserved by,  imposed  upon and  undertaken  by the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
assigns,  and that  wherever the singular or the  masculine  pronoun is used the
same shall be construed as meaning the plural or feminine or the body politic or
corporate where the  circumstances so require and the Lessor may perform any act
hereunder in person or by and through an agent;

PROVISO FOR RE-ENTRY BY THE LESSOR on non-payment of rent, or non-performance of
covenants. The Lessor in pursuance of this proviso shall have the right to break
into the premises to obtain possessions thereof and the Lessee hereby waives all
claims  for  damage  to or loss of any of the  Lessee's  property  caused by the
Lessor in re-entering and taking possession of the premises; and no action taken
by the Lessor in pursuance of this proviso  whether under the what are generally
known as summary proceedings or otherwise shall be deemed to absolve, relieve or
discharge the Lessee from liability hereunder; and this proviso shall extend and
apply to all covenants whether positive or negative.


THE LESSOR COVENANTS WITH THE LESSEE for quiet enjoyment.




<PAGE>





INWITNESS  WHEREOF the parties  hereto have  hereunto set their hands and seals,
the day and year first above written.


THE CORPORATE SEAL OF BUTTERFLY SOFTWARE INC.
was hereunto affixed in the presence of:




/s/ Anis Jessa



Anis Jessa
Authorized Signatory (Print Name)




THE CORPORATE SEAL OF
343 RAILWAY INVESTMENTS LTD. was hereunto
affixed in the presence of:


/s/ Geoff McLeod


Geoff McLeod
Authorized Signatory (Print Name)



<PAGE>




SCHEDULE "B"

LANDLORD'S WORK


1.  Provide  and  install  grey tone  colour  carpeting  for the  entire  suite,
including  the  kitchen  area,   which  is  of  similar  quality  to  Suite  301
(Fashionmart).

2. Provide and install electrical outlets to posts and selected walls as
outlined in "Schedule A".

3. Replace bulbs for florescent lights.

4. Provide and install kitchen Cabinet, sink and shower.

5. Fill and paint walls (one coat).

6. Work completed by May 27, 1999.

7. Butterfly to supply coaxial cable to electrician to install at no charge to
Butterfly.