Exhibit 10.4
LEASE AGREEMENT
BETWEEN : ROSHANESS INC.
119 De Touraine
St. Lambert, P.Q.
J3Y 5T6
AND : KLAASCO Div. Fibre Mobile Ltee
4400 boul. Poirier
Ville St. Laurent, P.Q.
H4R 2C5
1. TERM OF LEASE
The term of this Lease shall be for THIRTY TWO (32) months commencing
on the first day of April 1997 and shall terminate on the thirty first day of
January 2000 unless sooner terminated under the provisions hereof.
2. USE OF PROPERTY
Tenant covenants that the premises shall be used solely for the purpose
of offices, warehousing, manufacture and assembly.
3. NET RENT
Tenant covenants and agrees to pay to Landlord in lawful money of
Canada without deduction, abatement or set off, an annual base rent of
THIRTY-SIX THOUSAND DOLLARS (36,000.00$) payable in equal consecutive monthly
instalments of THREE THOUSAND DOLLARS (3,000.00$) plus 7% G.S.T. and 7.5% P.S.T.
each in advance on the first day of each month during the term hereof for
premises located at 3848 St. Jacques Ouest, Montreal, P.Q.
The rent as herein provided shall be paid to Landlord and/or its
nominee at 119 De Touraine, St. Lambert, P.Q. J3Y 5T6 or at such other place in
Canada as shall be designated by Landlord in writing to Tenant.
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4. TAXES
Within thirty (30) days of receipt from the Landlord of a written
statement of the taxes set out in this paragraph the Tenant will in each and
every year during the term of this Lease pay to the Landlord, property taxes,
municipal taxes, school taxes, ecclesiastical taxes, rates including local
improvement rates, duties and assessments that may be levied, rated, charged or
assessed against the building and/or all equipment and facilities thereon or
therein, and/or the land appurtenant land on which the building is situated,
and/or any property on or in the building owned or brought thereon or therein by
Landlord or Tenant, and any and every of its assignees or subTenants and its and
their respective officers, agents, employees, servant, visitors or licensees
and/or against Landlord or Tenant in respect thereof, whether such taxes, rates,
duties or assessments are charged by a municipal, parliamentary, school, or any
other body of competent jurisdiction. Up;on payment by the Tenant as provided
for in this paragraph, the Landlord will pay and will indemnify and keep
indemnified the Tenant from and against any and every tax, rate, charge, duty
and assessment referred to in this paragraph with respect to the building and
the lands appurtenant thereto.
The taxes and local improvement rates in respect of the first and last
years of the term hereby leased shall be adjusted between Landlord and Tenant.
5. INSURANCE
The Tenant shall, at its expense, procure and maintain at all times
during the continuance of the Lease, such insurance as will protect the Tenant
and the Landlord from any claim for personal injury including death, and for
property damage in any way arising out of or attributable to the exercise by the
Tenant, or others, of any of the privileges or rights therein granted. This
insurance shall provide a combined limit of $1,000,000.00 for personal injury
and property damage and shall extend to cover any liability assumed by the
Tenant under this Lease. The Tenant shall forward to the Landlord a certificate
of insurance and evidence of renewals thereof during the continuance of this
Lease. The Tenant hereby agrees and understands that the placing of such
insurance shall in no way relieve the Tenant from any obligation assumed under
this Lease.
6. UTILITIES
The Tenant shall pay for its electricity, water, heat, gas, telephone,
pest control, garbage removal and all public utilities with respect to the
Leased Premises.
7. HEATING
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The Tenant shall pay the cost to keep the Leased Premises suitably
heated during the customary heating season.
8. FAILURE OF TENANT TO PERFORM
If Tenant fails to pay any taxes, rates, insurance premium, charges or
debts which it owes or has herein covenanted to pay, Landlord may pay the same
and shall be entitled to charge the sums so paid to Tenant who shall pay them
forthwith on demand, as additional rent and Landlord, in addition to any other
rights, shall have the same remedies and may take the same steps for the
recovery of all such sums as it might have and take for the recovery of rent in
arrears under the terms of this Lease; all arrears of rent and any monies paid
by Landlord hereunder shall bear interest at the rate of ..................% per
annum from the time such arrears become due until paid to Landlord. Landlord may
demand such sums from Tenant even before payment with interest at the rate
charged by the Taxing Authority or other creditor in question.
9. OTHER EXPENSES
The Tenant shall pay for the maintenance and repair and reasonable
replacement of the common washrooms, common corridors, common malls, common
driveways, common heating and air-conditioning equipment and services and all
other common equipment, common areas, and all common facilities and services
available at the commencement of the term or added or provided at any time
thereafter, (should such services, etc., be and to the extent that they are
available).
The Tenant shall furthermore pay its proportionate cost of the expense
required to keep the exterior of the Lease Premised in good order and condition
and to keep the sidewalks, curbs, lawns and grounds in and about the Leased
Premises in good condition, clean and free of snow and ice.
10. DEFAULT
In case of any termination, or in case Tenant, in the absence of such
termination, shall be dispossessed by or at the instance of Landlord in any
lawful manner, whether by force or otherwise, rent for the then current month
and for the three months next succeeding the date of such termination or
dispossession shall immediately become due and payable (as accelerated rent) and
this Lease shall immediately, at the option of the Landlord, become forfeited
and terminated, and the Landlord may, without notice or any form of legal
process, forthwith re-enter upon and take possession of the Lease Premises and
remove the Tenant's effects
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therefrom, the whole without prejudice to and under reserve of all of the rights
and recourses of the Landlord to claim any and all losses and damages sustained
by the Landlord by reason of and arising from any default of the Tenant.
11. SIGNS
Landlord shall have the right at all times during the term of this
Lease to place upon the Leased Premises a notice of reasonable dimensions and
reasonably placed, so as not to interfere with the business of Tenant, stating
that the Premises are for sale and for six (6)months prior to the termination of
this Lease, Landlord shall have the right to place upon the Leased Premises a
similar notice that the Leased Premises are for rent and Tenant will not remove
such notice or knowingly permit same to be removed.
Landlord shall have the right to exhibit the Leased Premises from time
to time to any prospective lender or purchaser or Tenant of Landlord's rights
hereunder at all reasonable hours.
Tenant shall have the right from time to time during the term hereby
granted to erect, paint, display, maintain, alter, change or remove advertising
signs on interior of the walls of the Leased Premises.
Any signs will be subject to the Landlord's approval in writing and
installation if approved will be at the sole expense of the Tenant.
11. INSPECTION AND REPAIR
Landlord and its agents shall have the right, at all reasonable times
during the term of this Lease to enter the Leased Premises to examine the
condition thereof and to ascertain whether Tenant is performing its obligations
hereunder, and Tenant shall make any repairs which Landlord deems necessary as a
result of such examination. If Tenant fails to make any such repairs within
thirty (30) days after notice from Landlord requesting Tenant so to do, provided
that such repairs may reasonably be made within the said period, Landlord may,
without prejudice to any other rights or remedies it may have, make such repairs
and charge the cost thereof to Tenant. Nothing in this Clause shall be construed
to obligate or require Landlord to make any repairs by Landlord shall have the
right at any time to make any emergency repairs without notice to Tenant and
charge the cost thereof to Tenant. Any costs chargeable to Tenant hereunder
shall be payable forthwith on demand as
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additional rent and shall bear interest at the rate of twenty-four percent (24%)
per annum or two percent (2%) per month from the date on which the same were
incurred until payment.
12. PERMITS, ETC
The Tenant shall obtain all necessary permits and licences required for
the occupancy and carrying on of its business, the Landlord making no warranties
whatsoever regarding zoning, permits and licences which may be required by the
Tenant. should the Tenant fail to obtain any required permit and/or licence, it
shall remain bound to perform its obligations under the present Lease.
13. ACCESS
The Landlord shall have the right of access to the Leased Premises to
perform such work as it chooses to do upon the Lease Premises, the Tenant
renouncing any claim to any indemnity or diminution of rent, provided the same
is carried ut with reasonable diligence.
14. OUTSIDE AREAS
The Tenant shall not use any part of the exterior parking and loading
areas or any other areas outside the Leased Premises for any purpose other than
shipping or receiving in the areas designated by the Landlord for same.
15. The Tenant hereby confirms that it has requested that the present document
be drafted in the English Language.
Le Locataire confirme par les presentes qu'il a demande que le present
document soit redige dans la langue anglaise.
Signed in the City of Montreal, on the ........... day of ...........1997.
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Roshaness Inc.
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Klassco Div. Fibre Mobile
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