ON-Toronto-5405 Eglinton Avenue West Sublease - Transmode Consultants Inc. and bamboo.com Canada Inc.
[LETTERHEAD OF DUNDEE REALTY MANAGEMENT CORP.]
May 27, 1999
Ms. Carla Finamore
Transmode Consultants Inc.
1111 West Hastings Street Via Facsimile 1-604-682-4017
Suite 100 ----------------------------
Vancouver, British Columbia
V6E 2J3
Dear Ms. Finamore:
Re: Proposed Sublease of 5405 Eglinton Avenue West, Suite 210 to
Bamboo.com Canada, Inc: (tile "Sub-Tenant")
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5395-5409 Eglinton Avenue West Inc (the "Landlord") hereby consents to the
Sublease of 5405 Eglinton Avenue West, Suite 210, subject to the fulfillment of
each and every one of the following conditions:
1) Transmode Consultants Inc. (the "Sub-Landlord") shall remain responsible
for the fulfillment of each and every term, condition and covenant of the
Head-Lease, which shall remain the same, entered into between it and
Beallor, Beallor & Burns, Inc. dated June 30, 1994, under which 5395-5409
Eglinton Avenue West Inc. is now the Landlord.
2) The Sublease commences June 1, 1999, subject to the execution of this
consent and extends to May 30. 2001 (the balance of the term of the Head-
Lease less one (1) day).
3) Any further Sublease or assignment is governed by the assigning and
subletting provisions of the Head-Lease.
4) The Landlord requires a certified cheque which shall cover the
administration costs and the fee to prepare the Consent to Sublease, equal
to $1,070.00 (including G.S.T.).
<PAGE>
Ms. Carla Finamore
May 27, 1999 - Page 2
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5) The Sub-Tenant accepts the Premises in an "as is" condition. Any items of
work required by the Sub-Tenant shall be performed by the Landlord at the
Sub-Tenant's sole expense.
6) The Landlord shall supply and install building standard entrance door
signage at the Sub-Tenant's sole expense.
7) Prior to occupancy, the Sub-Tenant agrees to provide the Landlord with an
insurance certificate as outlined in the Head-Lease,
8) By way of this Agreement, the Head-Lease is amended to reflect the correct
square footage of Three Thousand and Ninety-One (3,091) square feet, as per
the attached certified area Certificate, marked as Schedule "A".
9) The Sub-Tenant agrees and accepts the provisions of this letter and by
doing so agrees directly with the Landlord that:
(1) The provisions set out above in this letter are confirmed,
(2) It has read the Head-Lease and is bound by each of the provisions of
that Head-Lease as though it had signed the Head-Lease itself directly
with the Landlord Insofar as obligations are to be performed under that
Head-Lease from and after the commencement date of the Sublease.
(3) It will not seek to enforce rights under the Landlord and Tenant Act or
the Bankruptcy and Insolvency Act to obtain a new Lease directly with
the Landlord where the Tenant becomes bankrupt or Insolvent or the
Lease is terminated for a default unless all rental obligations under
the Lease are paid up to date and the obligations of the Lease are in
good standing at the lime.
(4) It will recognize the Landlord's rights to distrain and other rights
and remedies under the Head-Lease,
If you have any questions with respect to the foregoing, kindly contact the
undersigned.
Yours very truly,
DUNDEE REALTY MANAGEMENT CORP.
Property Manager for Centennial Centre
Cheryl Ledamun
Assistant Leasing Manager
<PAGE>
Ms. Carla Finamore
May 27, 1999 - Page 3
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AGREED and accepted this _____ day of _________, 1999
TRANSMODE CONSULTANTS INC.
__________________________________________ c/s
Mr. Adil Cubukgil
I have the authority to bind the corporation
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AGREED and accepted this _____ day of _________, 1999
BAMBOO.COM CANADA, INC.
__________________________________________ c/s
Mr. Andy Aicklen
I have the authority to bind the corporation
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<PAGE>
OFFER TO SUB-LEASE
Agreement made this 27th day of May, 1999.
BETWEEN: bamboo.com Canada Inc.
(hereinafter referred to as the "Sub-Tenant")
AND Transmode Consultants Inc. ("Transmode")
AND/OR: Traxis Inc. ("Traxis")
(Individually and collectively referred to herein as the "Sublandord")
LOCATION: 5405 Eglinton Avenue West Suite 210
Toronto, Ontario M9C 5K6
(hereinafter referred to as the "Building")
PREMISES: The Sub-Tenant hereby offers to Sub-Lease approximately three
thousand ninety-one (3,091) square feet of office space on the
second (2nd) floor of the Building (hereinafter referred to as
the "Premises"). The size of said Premises is indicated on
Schedule "A" and the approximate location of said Premises is
indicated on Schedule "B", attached.
TERM: The Term of the Sub-Lease (the "Term") shall be from the First
(1st) day of June 1999 (the "Commencement Date") up to and
including May 30, 2001.
NET RENT: The "Net Rent" for the Premises shall be as follows:
June 1, 1999 May 30, 2001: Nine Dollars and zero cents ($9.00)
per rentable square foot per annum for each year of the Sublease
term.
ADDITIONAL
RENT: In addition to the Net Rent above, the Sub-Tenant shall also
pay, as "Additional Rent", its proportionate share of the
Landlord's cost of operating, maintaining and managing the
building, its proportionate share of realty taxes and cost of
hydro and any additional services or special expenses but
including janitorial services, all as more fully defined in the
Lease document, it being intended that the rent payable to the
Sub-Landlord shall be completely net. Additional Rent for the
calendar year 1999 is estimated to be ten dollars and sixty eight
cents ($10.68) per rentable square foot.
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Offer to Sub-Lease, Page 1 of 7
<PAGE>
POST-DATED
CHEQUES: The Sub-Tenant shall deliver a series of post-dated cheques to
the Sub-Landlord at the beginning of the Sub-Lease Term for the
balance of the calendar year and the beginning of each calendar
year thereafter until the end of the Sub-Lease Term.
The total amount of the post-dated cheque shall include the Net
Rent and the estimated Additional Rent for the year plus GST.
The first post-dated cheque for the 1999 series of post-dated
cheques will be in the amount of five thousand four hundred
twenty four dollars and ten cents ($5,424.10) for Net and
Additional Rent for 1999 plus GST.
USE: The Premises will be used solely for the purpose of general
business offices.
DEPOSIT: The Sub-Tenant will deliver a cheque in the amount of ten
thousand eight hundred forty eight dollars and twenty cents
($10,848.20) payable to "Transmode Consultants Inc." as a
deposit for application on account of first and last month
payments of Net and estimated Additional Rent plus GST, as they
fall due once the Offer to Sub-Lease has been unconditionally
accepted by both parties.
"AS IS": The Sub-Tenant acknowledges that it has seen the Premises and
agrees to accept said Premises in an "as is" condition and shall
not call upon the Sub-Landlord to perform any Leasehold
improvements.
The Landlord hereby warrants that the Premises and its Leasehold
Improvements are in compliance with the Building Code for
Ontario and the Municipality's By-Laws in which the building is
located.
EARLY
OCCUPANCY: Provided that the Sub-Lease has been signed by the Sub-Tenant,
should the Sub-Tenant wish to occupy all or part of the Premises
prior to Commencement Date then the Sub. Tenant shall be
permitted provided that the Sub-Tenant shall be governed by all
applicable terms of the Sub-Lease as if the Sub- Lease were in
full force and effect, save only as to the Net Rent, which in no
event will commence sooner than the Commencement Date.
FREE RENT: The Sub-Landlord, with acceptance of this Offer will grant the
Sub-Tenant two (2) months of free rent (Net Rent and Additional
Rent). These two months will be applied and honored at the end
of the term (last two (2) payments of the Term).
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Offer to Sub-Lease, Page 2 of 7
<PAGE>
SUB-LEASE
TERMS: The Tenancy shall be on the same terms and conditions as the
Head Lease which shall be provided to the Sub. Tenant once the
Offer to Sub-Lease has been executed by both parties, save and
except for the terms and conditions contained herewith.
DOCUMENTATION: The Offer to Sub-Lease once executed with signatures will serve
as a Sub-Lease. The Sub-Tenant will also be bound to all
conditions as stipulated In the Head Lease.
LANDLORD'S
APPROVAL: It is agreed and understood that this Offer Is subject to the
Landlord's approval, pursuant to the lease document.
Failure to secure Landlord's approval on or before May 31st 1999
shall render this Offer null and void, and the deposit shall be
returned to the ,Sub-Tenant without Interest or deduction. The
time period for Landlord approval can only be extended by
written consent of both the Sub-Landlord and the Sub-Tenant.
FINANCIAL
STANDING: The Sub-Tenant shall, upon request and subject to non-
disclosure, provide the Sub-Landlord with such Information as to
its financial standing and corporate organization as the Sub.
Landlord may reasonably require, falling which the Sub-Landlord
shall be entitled, by written notice tot he Sub-Tenant, to
terminate the agreement arising from acceptance of this Offer to
Sub-Lease and the deposit shall be returned without interest or
deduction. The Sub-Tenant agrees that the Sub-Landlord may
conduct or cause to be conducted credit Investigation or
inquiries concerning the Sub-Tenant. The Sub-Landlord shall have
the option, for five (5) days from acceptance of this Offer to
Sub- Lease, of terminating this agreement' by written notice to
the Sub-Tenant If the Sub-Landlord, in its reasonable
discretion, is not satisfied with the financial standing of the
Sub-Tenant and the deposit shall be returned without interest or
deduction.
NO
REPRESENTATION: It is understood and agreed that `there are no covenants,
representations, agreements, warranties or conditions in any way
relating to the subject matter of this Offer to Sub-Lease,
whether expressed or implied, collateral or otherwise, except
those set forth therein.
APPROVAL OF
HEAD LEASE: Within seven (7) days of execution of the Offer to Sub-Lease by
both parties, the Sub-Tenant will be given a copy of the Head
Lease. The Sub-Tenant shall have the option, for two (2) days
after receipt of the Head Lease, of terminating this Offer to
Sub- Lease by written notice to the Sub-Landlord and In such
event the deposit shall be returned to the Sub-Tenant without
interest or deduction. Failure to notify of its intent to
terminate shall constitute agreement on the part of the Sub-
Tenant with the Head Lease Agreement as a whole.
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Offer to Sub-Lease, Page 3 of 7
<PAGE>
GENERAL: a) Time shall be of the essence of this Offer to Sub-Lease and
each and every party thereof.
b) The agreement arising from acceptance of this Offer to Sub-
Lease shall be governed by and construed in accordance with the
laws of the Province of Ontario.
c) The agreement resulting from the acceptance of this Offer to
Sub-Lease shall not be assigned by the Sub-Tenant without the
written consent of the Sub-Landlord.
d) All schedules referred to in this Offer to Sub-Lease are
annexed to and form part of this Offer and shall form part of
this agreement or Sub-Lease constituted by the acceptance of
this Offer.
NOTICE: Any notice to be given under the terms of this Offer to Sub-
Lease shall be sufficiently given if delivered (by hand,
courier, or registered mail) to the party for whom it is
intended or if mailed, postage prepaid, by registered mail
addressed to the party for whom it Is intended. The addresses
for notice are as follows:
Sub-Landlord: Transmode Consultants Inc.
Suite 200
1111 West Hastings Street
Vancouver, B.C. V6E 2J3
Sub-Tenant: bamboo.com Canada Inc.
Suite 210
5405 Eglinton Avenue West
Toronto, Ontario M9C 5K6
Any of the parties may change its address for notice by written
notice to the other.
Any notice given as aforementioned shall be conclusively deemed
to have been given on the date which it was delivered.
IRREVOCABLE: This Offer to Sub-Lease is irrevocable until 5:00pm May 28th
1999 after which if not accepted, It will become null and void,
and the deposit shall be returned to the Sub-Tenant without
Interest or deduction.
TELECOPYING: All parties agree that this Offer to Sub-Lease may be
transmitted by Telecopying Device and that the reproduction of
signature by way of this Telecopying Device will be treated as
though such reproductions were executed originals and each party
undertakes to proved the other with a copy of the Offer to Sub-
Lease bearing original signatures within a reasonable time after
acceptance.
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Offer to Sub-Lease, Page 4 of 7
<PAGE>
SUB-TENANT: With authority, the undersigned hereby executes this Offer to
Sub-Lease.
DATED AT
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THIS DAY OF 1999.
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Sub-Tenant's Signature, Authorized Signing Officer
Name:
---------------------------------------------
Title:
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SUB-LANDLORD: With authority, I/WE hereby accept the above Offer to Sub-Lease
subject to all conditions stated above Including receipt of
Deposit.
DATED AT
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THIS DAY OF 1999.
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Sub-Tenant's Signature, Authorized Signing Officer
Name:
---------------------------------------------
Title:
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HEAD-LANDLORD'S
CONSENT: We hereby consent to this Offer to Sub-Lease provided that our
Tenant (the Sub-Landlord) shall remain, without benefit of
division or discussion responsible for payment and performance
of the rental, convenants, and all other obligations as
contained in the Head Lease.
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Head-Landlord's Signature
--------------------------------
Date:
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Offer to Sub-Lease, Page 5 of 7
<PAGE>
[LETTERHEAD OF DOUGLAS B. POLLARD]
SCHEDULE `A'
February 4th, 1997.
Centennial Centre
5405 Eglinton Ave. West, Suite 201
Etoblocke, Ontario
M9C 5K6
Attention: Kimberley Hill
CERTIFICATE OF AREA
RE: 5405 EGLINTON AVENUE WEST
SUITE 210
This will certify that, according to our field measurements, the
area of the above premises is 3,091 square feet as per Space
Database Inc. drawing No. 540502 dated December 18, 1996.
The area was calculated according to the measurements methods
defined in the building standard lease to the outside of solid
exterior walls and to the centre line of demising walls.
Yours truly,
Douglas B. Pollard O.A.A.
oc: our file No. C5405210
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Offer to Sub-Lease, Page 6 of 7
<PAGE>
SCHEDULE "B"
[Schedule B floor plan]
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Offer to Sub-Lease, Page 7 of 7