OFFER TO SUBLEASE
To: CB Richard Ellis Limited
# 600 - 111 West Georgia Street
Vancouver, BC V6E 4M3
Attention: Mr. Howell Lyons
Milinx Business Services, Inc. (the "Subtenant") hereby offers to sublease from
Bena Gold Corporation (the "Sublandlord") a portion of the building located at
595 Burrard Street, Vancouver, BC (the "Building"), on the following terms and
conditions:
1. PREMISES
Being fifteen thousand nine hundred fifty five (15,955) square feet of rentable
area on the thirty second (32nd) and portion of the thirty first (31st) floor as
shown on the floor plan attached as Schedule "A" (the "Premises").
2. TERM
Commencing December 1, 2000 (the "Commencement Date") and expiring April 21,
2002.
3. RENTAL
The annual rental shall be Three Hundred Fifty One Thousand Ten Dollars
($351,010.00), plus Goods and Services Tax ("GST"), and shall be paid in advance
in equal monthly installments of Twenty Nine Thousand Two Hundred Fifty Dollars
and Eighty Three Cents ($29,250.83) on the first day of each month of the term,
on the basis of the rent being Twenty Two Dollars ($22.00) per square foot per
annum, plus GST.
4. PROPERTY TAXES AND OPERATING EXPENSES
The Subtenant shall be responsible and pay for its proportionate share of
building property taxes and operating expenses, plus GST, as described in the
Lease and currently estimated to be Fourteen Dollars and Eight Cents ($14.08)
per square foot per annum for 2000. The Subtenant shall also pay for its
business taxes and telephone charges.
5. COMMUNICATIONS EQUIPMENT
The Subtenant shall be responsible for the installation and maintenance of its
telephones, computers and special communications equipment.
6. STATE OF THE PREMISES
The Sublandlord shall provide the Premises on an "as is" basis to include all
existing built-in fixtures (excluding boardroom, audio visual components),
shelves, desks, counters, cupboards and reception desk.
[GRAPHIC OMITTED]
Initials of Sublandlord and Subtenant
-2-
OFFER TO SUBLEASE (cont'd)
7. LEASEHOLD IMPROVEMENTS
Any alterations the Subtenant wishes to carry out shall comply with the terms of
the Lease and the Subtenant shall obtain any applicable approvals required by
the City of Vancouver and the Landlord's architects, mechanical, electrical and
structural consultants, at the Subtenant's cost.
8. PARKING
The Subtenant shall make all parking arrangements directly with the Landlord.
9. SUBLEASE DOCUMENT
This Offer together with the Lease shall constitute the Sublease Agreement.
10. USE OF PREMISES
The Premises are to be used as a business office.
11. LEASE
The Subtenant agrees to abide by and assume the terms, and conditions, rules and
regulations contained in the Lease a copy of which shall be provided upon
receipt of this Offer.
12. DEPOSIT
All deposit monies, plus GST, required by this agreement shall be payable to:
CB Richard Ellis Limited
#600 - 111 West Georgia Street
Vancouver, BC V6E 2M4
The Subtenant shall, within forty eight (48) hours of acceptance of the Offer to
Sublease by the Sublandlord, tender a deposit cheque in the amount of Fifty One
Thousand Three Hundred Twenty Nine Dollars ($51,329.00), including GST (the
"Deposit"). Such Deposit shall be held in trust by CB Richard Ellis Limited and
shall be applied towards payment of gross rent for the first month of the lease
term. The Deposit shall be held in trust by CB Richard Ellis Limited until the
Subtenant takes possession of the Premises, after which time the monies shall be
transferred to the Sublandlord's account
[GRAPHIC OMITTED]
Initials of Sublandlord and Subtenant
-3-
OFFER TO SUBLEASE (cont'd)
13. SUBTENANT'S CONDITION
This Offer to Sublease is conditional upon the Subtenant's Board of Directors
approval and review and approval of the Lease for four (4) business days from
the date of acceptance of the Offer. This condition is for the sole benefit of
the Subtenant and may be waived at any time within the time period specified by
delivery of written notice to CB Richard Ellis Limited. Should this condition
not be removed then this Offer shall be null and void and all monies deposited
by the Subtenant shall be returned promptly.
14. SUBLANDLORD'S CONDITION
This Offer to Sublease is subject to the Sublandlord reviewing and approving the
creditworthiness of the Subtenant within four (4) business days of acceptance of
this Offer. This condition is for the sole benefit of the Sublandlord and may be
waived at anytime within the time period specified by delivery of written notice
to CB Richard Ellis Limited. Should this condition not be removed then this
Offer shall be null and void and all monies deposited by the Subtenant shall be
returned promptly.
15. PREPAID RENT
The Subtenant shall pay to the Sublandlord (which shall be held in trust, with
interest accruing to the Subtenant, by the Sublandlord's lawyers) the gross rent
owing for the last six (6) months of the term. Half shall be due upon
unconditional acceptance of this Offer to Sublease and the balance December 1,
2000. For the purpose of clarification the amounts are as follows:
Upon Unconditional Acceptance $153,988.00 (including GST)
December 1, 2000 $153,988.00 (including GST)
16. LANDLORD'S CONSENT
This Offer to Sublease is subject to the consent of the Landlord in accordance
with the terms of the Lease.
17. AGENCY DISCLOSURE
The Sublandlord and the Subtenant acknowledge and agree that in accordance with
the Code of Ethics of the Canadian Real Estate Association, CB Richard Ellis
Limited (the "Agent") and Howell Lyons (the "Salesperson") have disclosed that
they are acting in a limited dual agency capacity and will be compensated by the
Sublandlord.
[GRAPHIC OMITTED]
Initials of Sublandlord and Subtenant
-4-
OFFER TO SUBLEASE (cont'd)
18. FACSIMILE TRANSMISSION
A party hereto may signify its agreement to the terms hereof by facsimile
transmission. A telecopy facsimile of this agreement received by a party hereto
which shows the signature of the authorized signatory of the other party will be
good proof of execution by that other party.
19. ACCEPTANCE
The Counter Offer to Sublease is open for acceptance until 5:00 p.m. on the 8th
day of August, 2000.
DATED at Vancouver this 2nd day of August, 2000.
MILINX BUSINESS SERVICES, INC.
Per: /s/ /s/
- ---------------------------------- ----------------------------------
(Authorized Signatory) (Witness)
We hereby accept this Offer to Sublease and agree to be bound by the terms and
conditions contained herein.
DATED at Vancouver this 3rd day of August, 2000.
BEMA GOLD CORPORATION
Per: /s/ /s/
- ---------------------------------- ----------------------------------
(Authorized Signatory) (Witness))
SCHEDULE "A"
[GRAPHIC OMITTED]
DESCRIPTION: FLOOR PLAN OF THE "PREMISES"
[GRAPHIC OMITTED]
Initials of Sublandlord and Subtenant