Exhibit 4.7
MASTER HSBC BANK CANADA 3013012(11-2000)
EQUIPMENT LEASING DIVISION Lease
LEASE 1500 - 888 Dunsmuir Street Number 231891BC
Vancouver, British Columbia V6C 3K4 --------------
Lessor HSBC BANK CANADA
----------------------------------------------------------------------
LESSEE IBB International (Canada) Ltd
----------------------------------------------------------------------
ADDRESS 1555 West 8th Avenue
----------------------------------------------------------------------
Vancouver, B.C,Canada V6J 1T5
----------------------------------------------------------------------
1. LEASE. Lessor leases to Lessee and Lessee leases from Lessor the
collateral described in the Schedule(s) annexed hereto together with all
parts, accessories and equipment, now or hereafter attached to or forming
a part thereof and Lessee grants a security interest in all proceeds
therefrom including all types and kinds of personal property including,
without limitation, trade-ins, accounts, building materials, chattel
paper, contracts, contract rights, documents of title, rental payments,
insurance payments, fixtures, instruments, money, inventory, leases,
securities, equipment and any other goods or intangibles received as a
result of the said goods, chattels and movable property being sold, dealt
with or otherwise disposed of (the foregoing collateral and proceeds being
herein called the "Collateral"). Each schedule shall constitute a separate
lease of the collateral described therein from Lessor to Lessee on the
terms, covenants and conditions set forth herein and in each Schedule.
2. RENT.
(a) The rent described in each Schedule shall be payable, at the times
specified in such Schedule, to Lessor at 1500 - 888 Dunsmuir Street
Vancouver, British Columbia V6C 3K4 or such other place as Lessor
may, in writing, designate. Any overdue payment of rent or any other
sum due hereunder shall bear interest from the due date to the date
of payment at the rate of the Prime Rate plus 3.0% per annum
calculated and compounded monthly.
(b) Lessee shall not be entitled to any abatement, compensation,
reduction of or set-off against any rental payments due, including,
but not limited to, abatements, compensations, reductions,
counterclaims or set-offs due or alleged to be due to Lessee from
Lessor, or by reason of any past, present, or future claims of
Lessee against Lessor under this lease or otherwise; nor shall this
lease terminate, or the respective obligations of Lessor or Lessee
be otherwise affected by reason of defect in, or damage to, or loss
of possession, or loss of use of or destruction of the Collateral
from whatever cause, the prohibition or the restriction of Lessee's
use of the Collateral, the interference with such use by any private
person or entity, or for any other cause, whether similar or
dissimilar to the foregoing, any present or future law to the
contrary notwithstanding: it being the intention of the parties
hereto that the rental amounts due pursuant to each Schedule and
other amounts payable by Lessee hereunder shall continue to be
payable in all events in the manner and at the times provided in
each Schedule unless the obligation to pay the same shall be
terminated pursuant to the express provisions of this lease or any
Schedule hereto.
3. TERM. Notwithstanding the date of delivery of the Collateral specified in
each Schedule, the term of this lease shall, with respect to the
Collateral described in each Schedule, commence at the date and continue
for the term specified in such Schedule.
4. USE. Lessee shall not, without prior written consent of Lessor, change the
location of the Collateral from that specified in the Schedule nor change
the use of the Collateral to any use which could in any way result in a
change of capital cost allowance class from that specified in the
Schedule. The Collateral shall be used by the Lessee for commercial,
industrial, professional or handicraft purposes only. The Lessee shall not
affix the Collateral to real or immovable property nor to any goods,
chattels, or movable property not otherwise leased hereunder without the
prior written consent of the Lessor.
5. ORDER, DELIVERY, INSTALLATION. Order, delivery and installation of the
Collateral shall be entirely at the Lessee's risk and expense and shall be
arranged by the Lessor on behalf of and as agent for the Lessee in a
manner and upon terms and conditions according to the Lessee's written
instructions and, to the extent such instructions are not provided ,
according to the Lessor's sole discretion but still at the Lessee's risk
and expense. The Lessee hereby indemnifies and covenants to save harmless
the Lessor from and against all claims and liabilities howsoever arising
out of or in connection with such order, delivery and installation
including but not limited to delays in or refusal to accept delivery.
6. TITLE. The Lessor shall at all times have and retain whatever title to the
Collateral is acquired by the Lessor from the seller or manufacturer of
the Collateral. The Lessee shall have no right, title or interest in the
Collateral other than the right of possession and use in accordance with
the terms hereof and the right conferred by paragraph 15 hereof. The
Lessee acknowledges that the Collateral is and shall remain personal or
movable property.
7. WARRANTIES. Lessee has selected the Collateral and the seller thereof.
Lessee acknowledges that the Lessor has made no representation or warranty
with respect to the Collateral, its condition, design, durability,
operation, suitability or fitness for the use intended by the Lessee, its
freedom from liens and encumbrances, the Lessor's good title thereto, or
as to any other matter or thing whatsoever and all warranties whether
express or implied are, to the extent permitted by law, hereby excluded.
Lessee shall unconditionally and without set-off or compensation pay the
rent stipulated in each Schedule even if the Collateral does not operate
as intended by the Lessee, or at all, or as represented by the
manufacturer or the seller or the Collateral operates or fails to operate
or performs in a manner that could give rise to a fundamental breach of
contract or is unacceptable for any other reason whatsoever. Lessor shall
not be liable to the Lessee for any loss, cost, damage or expense of any
kind or nature caused directly or indirectly by the Collateral or the use,
ownership or maintenance thereof or for any loss of business or other
damages whatsoever and howsoever caused. Lessor hereby assigns to Lessee
for the term hereof only all assignable rights under any warranty given to
the Lessor by the seller or manufacturer of the Collateral, and at
Lessee's expense, agrees to co-operate reasonably with Lessee in the
enforcement of any such warranties.
8. REPAIRS. The Collateral shall be at the risk of the Lessee who shall
maintain, repair, overhaul, service and keep the Collateral in a good and
substantial manner and shall maintain the Collateral in a condition
equivalent to its condition at the commencement of this lease, fair wear
and tear only excepted and in a fully operative condition in conformity
with any recommendations for maintenance or otherwise which may from time
to time be made by any manufacturer or seller of the Collateral and in
conformity with all applicable laws, orders, rules, regulations and
directives of any government departments, boards or authorities. In the
event of loss, damage or destruction to or of the Collateral, Lessee shall
immediately give notice to the Lessor of such loss, damage or destruction
and Lessee shall at the Lessor's option forthwith repair or replace the
Collateral with similar equipment of equivalent value. All parts,
mechanisms and devices added to the Collateral whether by way of repair,
alteration, addition or improvement shall immediately become property of
Lessor and part of the Collateral for all purposes hereof.
9. INSURANCE. Lessee shall obtain, and maintain for the entire term of this
lease, at its own expense, property damage and liability insurance and
insurance against loss or damage to the Collateral including without
limitation, loss by fire, (including extended coverage) theft, collision
and such other risks of loss as are customarily covered by insurance on
the type of Collateral leased hereunder and by prudent operators of
businesses similar to that in which Lessee is engaged, in such amounts, in
such form and with such insurers as shall be satisfactory to Lessor. The
amount of insurance covering damage to or loss of the Collateral shall not
be less than the greater of the full replacement value of the Collateral
or the installments of rent then remaining unpaid hereunder. Each
insurance policy will name Lessee and Lessor as insureds, will name Lessor
as loss payee thereof, and shall contain a clause requiring the insurer to
give to Lessor at least 30 days prior written notice of any alteration in
the terms of such policy or the cancellation thereof. Lessee shall furnish
to Lessor a certificate of insurance or other evidence satisfactory to
Lessor that such insurance coverage is in effect, provided, however that
Lessor shall be under no duty either to ascertain the existence of or to
examine such insurance policy or to advise Lessee in the event such
insurance coverage shall not comply with the requirements hereof. Lessee
further agrees to give Lessor prompt notice of any damage to or loss of
the Collateral or any part thereof. Lessee will at its expense make all
proofs of loss and take all other steps necessary to recover insurance
benefits, unless advised in writing by Lessor that Lessor desires so to
do, at Lessee's expense. Proceeds of insurance will be disbursed by Lessor
against satisfactory invoices for repair or replacement of Collateral,
provided this lease not then be in default. Performance by Lessee under
this paragraph will not affect or release Lessee's obligations and
liabilities herein elsewhere provided.
10. LESSEE'S COVENANTS. The Lessee covenants with the Lessor:
(a) that the Lessor or its agents shall have the right at all reasonable
times to fully inspect the Collateral and any parts thereof, or any
documents relating thereto, to determine the condition of the
Collateral, and to further determine whether or not the Lessee is
performing according to the covenants and conditions herein
contained or for any other purpose;
(b) to operate, use and maintain the Collateral at all times and to
maintain all records, logs and other materials in conformity with
all the applicable laws, orders, rules, regulations and directives
of governmental departments, boards or authorities, and in
conformity with any limitations or restrictions of performance or
any published instructions and specifications which may from time to
time be recommended by the manufacturers or sellers of the
Collateral;
(c) not to use or operate the Collateral or permit it to be used or
operated illegally or contrary to any applicable laws, regulations,
orders, rules or directives of any power or government or agency
thereof having jurisdiction, or contrary to any terms of any
insurance policy in force in connection with the Collateral or in
any way other than in a careful and prudent manner and to indemnify
and hold the Lessor harmless from and against any and all actions,
claims, demands, prosecutions, administrative proceedings and any
similar assertions or threats in any way arising out of the custody,
use, or operation of the Collateral during the term of this lease,
and to assume liability and pay for any and all transgressions,
defaults, fines, penalties or forfeitures incurred, suffered or
assessed against the Lessor or the Lessee during the term of the
lease together with all legal fees, costs and expenses incidental to
the foregoing to the complete exoneration of the Lessor;
(d) to cause the Collateral to be operated only by competent and
qualified operators;
(e) to keep the Collateral free and clear of all seizures, forfeitures,
liens, claims, privileges, debts, taxes, charges, pledges,
encumbrances or adverse claims of any nature whatsoever;
(f) to pay, when due, all license fees and other fees and assessments
necessary for the securing of licenses, or other similar permits for
the operation of the Collateral and, further, to pay, when due,
and/or indemnify the Lessor from all taxes, fees, assessments or
other levies now and hereafter imposed by any provincial, federal or
local government upon the Collateral, or upon the delivery,
purchase, leasing, use, ownership, operation, possession, sale or
return thereof, whether assessed to the Lessor or to the Lessee;
provided that upon payment of such fees, assessments, taxes or
levies, the Lessee will immediately deliver the receipts for such
payments to the Lessor, and that if the Lessor pays (which it may,
but is not obliged to do) any sum or sums which is an obligation of
the Lessee under this lease, then the amount of such payments shall
be forthwith payable by the Lessee to the Lessor and if not so paid
shall bear interest from the date such payment is due at the Prime
Rate plus 3% per annum calculated and compounded monthly;
(g) to furnish at its own cost and expense all fuel, oils, lubricants
and other material necessary for the operation and maintenance of
the Collateral;
(h) to indemnify and save the Lessor harmless from and against all
costs, claims, demands, expenses, liabilities, awards, actions and
causes of action for loss or damage or injury (including death) of
persons or property or of any other nature and kind whatsoever
arising from this lease or in any way relating to the use, operation
or ownership of the Collateral during the term of this lease and
whether caused by Lessee's negligence or otherwise including without
limitation, the manufacture, selection, purchase, character, safety,
condition, delivery, refusal by the Lessee to accept delivery,
possession, operation, sale, storage or return of the Collateral;
and that the Lessor shall not be responsible to the Lessee for any
loss of use of the Collateral or any part thereof during the term of
the lease whatever may be the cause of such loss of use;
(i) to place such insignia, plates or other identification on the
Collateral or any part thereof showing Lessor's title thereto as
Lessor may from time to time request at Lessee's expense and if
placed, the Lessee shall not remove, conceal or alter the same;
(j) that the Lessee will not without the prior written consent of the
Lessor, sublet or otherwise relinquish possession (except for
required or scheduled maintenance or as otherwise permitted pursuant
to this lease) of the Collateral or any part thereof, or assign any
of its rights hereunder;
(k) to execute all such further documents and do all such further acts
and things as the Lessor may reasonably require for the purpose of
registering this lease at any registries or offices of governmental
departments, boards or authorities, domestic or foreign, so as to
evidence and/or protect the interest of the Lessor in the Collateral
and this lease;
(l) not to claim or attempt to claim capital cost allowance in respect
of the Collateral;
(m) to pay any and all reasonable costs of the Lessor (including legal
fees and disbursements on a solicitor and own client basis) in:
(i) considering and granting any waivers and consents required to
be given under this lease; and
(ii) any action or consideration required by the Lessor relating to
any option granted herein; and
(iii) any action or consideration required in respect of any
insurance claim;
(iv) inspecting the Collateral, investigating title to the
Collateral, negotiating and preparing all documentation in
connection with this lease, registering or perfecting this
lease or the Lessor's interests herein at all offices of
public record and all renewals and amendments of the same,
taking, recovering and keeping possession of the Collateral,
and any other proceedings taken in connection with or to
enforce the provisions of this lease.
(n) that the Lessee will not change its name or enter into any
amalgamation agreement, merger or other corporate proceedings
whereby its name shall change without providing the Lessor with at
least 30 days' prior written notice of any such change of name;
(o) to deliver to the Lessor within 120 days after the end of each of
its fiscal years the consolidated balance sheet and income statement
of Lessee for such year.
11. RETURN OF COLLATERAL. Upon termination of this lease, the Lessee shall, at
its own expense and in a prudent manner, immediately return the Collateral
free of all liens, encumbrances and adverse claims of every nature to the
Lessor at such location as the Lessor shall designate and in the same
condition as at the commencement of this lease, fair wear and tear
excepted. Provided that the Lessor may, by notice given to the Lessee on
or prior to the termination of this lease, require the Lessee at its
expense to dispose of the Collateral upon termination in such manner as
the Lessor may reasonably request.
12. DEFAULT. The occurrence or happening of any one or more of the following
events shall constitute an event of default:
(a) the Lessee shall fail to make any rent payment or other payments
required hereunder when due and such failure shall continue
unremedied for a period of 20 days after written notice by Lessor;
or
(b) the Lessee removes the Collateral from its place of location stated
on the Schedule without the Lessor's prior written consent; or
(c) the Lessee parts with possession of the Collateral; or
(d) the Lessee purports to sell, assign, transfer, sublet, pledge,
hypothecate or otherwise suffer a lien, encumbrance or other adverse
claim of any kind upon or against any interest in this lease or the
Collateral without the Lessor's prior written consent; or
(e) the Collateral is put to abnormal use likely to result in
accelerated depreciation; or
(f) the Lessee shall fail to perform or observe any covenant, condition
or agreement to be performed or observed by it hereunder and such
failure shall continue unremedied for a period of 20 days after
written notice thereof by Lessor; or
(g) any representation or warranty made by Lessee herein or in any
document or certificate furnished Lessor in connection herewith or
pursuant hereto shall prove to be incorrect at any time in any
material respect; or
(h) the Lessee or any Indemnifier shall become insolvent or bankrupt or
make an assignment for the benefit of creditors or consent to the
appointment of a trustee or receiver; or a trustee or a receiver
shall be appointed for Lessee or any Indemnifier or for a
substantial part of any of their property without consent and shall
not be dismissed within a period of 30 days; or bankruptcy,
reorganization or insolvency proceedings shall be instituted by or
against Lessee or any Indemnifier and if instituted shall not be
dismissed within a period of 30 days; or
(i) if the Collateral or any material part thereof is seized under legal
process, confiscated, sequestered or attached or if a distress is
levied thereon; or
(j) if Lessee or any Indemnifier is a corporation and
(i) the control or beneficial ownership thereof changes from that
which existed at the date of execution of this lease;
(ii) any special resolution is passed or other proceedings taken
regarding the wind-up of the corporation;
(iii) it ceases to carry on the business presently conducted by it;
or
(k) the Lessee or any Indemnifier shall suffer the loss or suspension of
any licences, permits, or other operating authorities required for
the present operation of its business or any part of it; or
(l) the Lessee defaults under any other agreement to which Lessee and
Lessor are parties or any Indemnifier defaults under any other
agreement to which any Indemnifier and the Lessor are parties; or
(m) if the Lessor in good faith believes and has commercially reasonable
grounds to believe itself insecure or that the prospect of payment
or performance by the Lessee hereunder is about to be impaired or
that the Collateral is or is about to be placed in jeopardy.
For greater certainty, it is understood and agreed that if any such default
shall occur in respect of any Schedule hereunder, such default shall at the
option of the Lessor be deemed to be a default under any or all other Schedules
hereunder.
13. REMEDIES ON DEFAULT. Upon the occurrence of an event of default the Lessor
may:
(a) take possession of the Collateral and for that purpose enter any
premises where the Collateral is located whether or not the
Collateral is affixed to any such premises, and sell, lease or
otherwise dispose of the Collateral by public or private means and
upon such terms and consideration as the Lessor may in its sole
discretion accept. Without limiting the generality of the foregoing,
the Lessor shall have the right to dispose of the Collateral where
the payment for such is deferred provided that the Lessee will not
be entitled to be credited with the proceeds of any such disposition
until the monies therefor are actually received. The Lessee hereby
waives any damages or claim to damages arising from any retaking of
possession under the terms of this lease; or
(b) in the name of and as the irrevocably appointed agent and attorney
for Lessee and without terminating or being deemed to have
terminated this lease take possession of the Collateral and proceed
to lease the Collateral to any other person, firm or corporation on
such terms and conditions, for such rental and for such period of
time as Lessor may deem fit and receive such rental and hold the
same and apply the same against any monies expressed to be payable
from time to time by Lessee hereunder; or
(c) terminate this lease and by written notice to Lessee require Lessee
to forthwith pay to Lessor on the date specified in such notice, as
a genuine pre-estimate of liquidated damages for loss of a bargain
and not as a penalty the present worth of the aggregate of all
unpaid amounts due hereunder as rental or otherwise to the
expiration of the term of the lease (as if the lease had not been
terminated) calculated by discounting such amounts at 5% per annum
compounded monthly less the net amount received by Lessor on any
sale, lease or other disposition of the Collateral after deducting
all costs and expenses including legal fees and disbursements on a
solicitor and own client basis.
No one or more of the remedies referred to herein is intended to be
exclusive, but each shall be cumulative and in addition to any other
remedies referred to herein or otherwise available to the Lessor at
law or in equity, and in particular pursuant to the Personal
Property Security Act of any Province or Territory in Canada in
force or to come into force from time to time as the same may be
proclaimed in force, amended or replaced by similar legislation from
time to time. If upon any disposition of the Collateral under the
provisions of this lease or under the provisions of any other
remedies so available to the Lessor there shall be any surplus, such
surplus shall be the sole and absolute property of the Lessor.
14. WAIVER/SEVERABILITY. Any provision of this lease which is unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition without invalidating the remaining provisions
hereof and any such prohibition in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. Lessee,
if a corporation, agrees that The Limitation of Civil Rights Act of the
Province of Saskatchewan, or any provision thereof, shall have no
application to this lease or any agreement or instrument renewing or
extending or collateral to this lease and the Lessee acknowledges that
seizure or repossession of the Collateral shall not by implication of law
extinguish the Lessee's indebtedness under this lease or other collateral
security.
15. OPTION TO PURCHASE. Provided the Lessee shall not be in default under any
obligation on its part hereunder, the Lessor hereby grants to the Lessee
an option to purchase the Lessor's interest in the Collateral herein for
the purchase price and at the time set forth in the Schedule or Schedules
attached hereto. The option granted herein shall be exercised by the
Lessee giving the Lessor written notice of its intention to exercise the
option at least 30 days prior to the time set forth in the Schedule. The
time set forth in the Schedule shall be the time for the conclusion of the
sale, and on that date the Lessee, having exercised such option, shall pay
the purchase price to the Lessor and the Lessor shall transfer its
interest in the Collateral to the Lessee whereupon this lease shall cease
with respect to such Collateral. The Lessee shall pay any and all
Provincial or Federal taxes, licence or registration fees or other fees,
costs or charges payable in respect of the Collateral and in connection
with any said sale and purchase. The bill of sale or sale agreement from
the Lessor to the Lessee shall contain no warranties on the part of the
Lessor either express or implied, except that the Lessor shall warrant
that it has done no act or created any security interest in the Collateral
which would adversely affect the title thereto.
16. INDEMNITIES SURVIVE. The indemnities provided by the Lessee to the Lessor
under this lease, and in particular those under paragraphs 5 and 10 shall
survive and continue in full force and effect after termination of this
lease, in whole or in part, whether by effluxion of time or otherwise, or
the release or discharge from this lease of any Collateral, or the sale or
disposition of the Collateral or the release or discharge of the Lessee to
pay any rental payments, or as to any act, matter or thing which shall
have been done or have occurred or arisen prior to such termination,
release or discharge.
17. ENTIRE AGREEMENT. This lease together with each schedule and any purchase
authority, purchase order, delivery and/or installation receipt and
indemnity given with this lease constitutes the entire agreement between
the parties.
18. NON CANCELLABLE LEASE. This lease cannot be cancelled or terminated except
as expressly provided herein.
19. PURCHASE MONEY SECURITY INTEREST AND PROCEEDS. This lease grants to the
Lessor:
(a) a Purchase Money Security Interest in the Collateral unless this
lease shall constitute a sale and leaseback of the Collateral; and
(b) a Security Interest in Proceeds of the Collateral which are all
present and after acquired personal property,fixtures and crops,
within the meaning of the Personal Property Security Act of any
Province or Territory in Canada in force or to come into force from
time to time as the same may be proclaimed in force, amended or
replaced by similar legislation from time to time.
20. COPY OF AGREEMENT. The Lessee hereby acknowledges receiving a copy of this
lease and waives all rights to receive from the Lessor a copy of any
financing statement, financing statement (transition), financing change
statement or verification statement filed at any time in respect of this
lease.
21. FURTHER ASSURANCES. The Lessee shall forthwith and from time to time
execute all documents and do all acts and things which in the opinion of
the Lessor are necessary or desirable to provide continuing rights and
priorities in the Collateral, to provide a security interest, a purchase
money security interest, and a security interest in proceeds of the
Collateral as the case may be.
22. PPSA WORDS AND EXPRESSIONS. Words and expressions used herein that have
been defined in the Personal Property Security Act of any Province or
Territory of Canada in force or to come into force from time to time as
the same may be amended or replaced by similar legislation from time to
time shall be interpreted in accordance with their respective meanings
given in any such Act unless otherwise defined herein or unless the
context otherwise requires.
23. INDEMNIFIER. When used in this lease, "Indemnifier" means any individual
or corporation which provides any guaranty or indemnity agreement of any
kind to the Lessor to secure the obligations of the Lessee to the Lessor.
24. GOVERNING INSTRUMENT. In the event of any conflict between any provision
in this lease and any provision in any Schedule hereto, the provision of
such Schedule shall prevail.
25. QUEBEC. Where this lease is governed by the laws of Quebec, this lease
shall be construed as a contract of leasing, governed by articles 1842 to
1850 of the CIVIL CODE OF QUEBEC, and
(a) for greater certainty, the word "lease" as used herein and in any
Schedules or forms related shall be read as "contract of leasing" or
"leasing", as the context requires;
(b) the security interests granted in sections 1 and 19(b) hereof shall
be in the nature of a moveable hypothec for that sum disclosed as
the total in item 1 of the Schedule(s) Annexed, with interest at the
rate of 24% per annum from the date hereof.
26. MISCELLANEOUS.
(a) The parties agree that time is of the essence hereof and that no
waiver by Lessor of any default nor any compromise or extension of
payment granted by Lessor shall constitute a waiver of any other
default by the Lessee or shall be a waiver of any other right of
Lessor.
(b) This lease may be amended but only in writing signed by the parties
hereto.
(c) The captions in this lease are for convenience only and shall not
define or limit any of the terms hereof.
(d) This lease shall be binding upon and enure to the benefit of the
parties hereto, their permitted heirs, executors, administrators,
successors and assigns.
(e) No one or more of the remedies referred to in this lease shall be
exclusive, but each shall be cumulative and additional to any other
remedy or remedies referred to herein or available to the Lessor at
law or in equity.
(f) "Prime Rate" means the floating annual rate of interest established
and recorded by HSBC Bank Canada from time to time as a reference
rate for purposes of determining rates of interest it will charge on
loans denominated in Canadian dollars.
(g) Where there shall be more than one Lessee, they shall be jointly and
severally bound to the fulfilment of their obligations hereunder.
(h) If the context so requires, words importing number shall be deemed
to include a greater or lesser number, words importing gender shall
be deemed to include the other gender or the body corporate and
words importing the body corporate shall be deemed to include either
gender.
(i) The Lessor and the Lessee confirm that they have expressly required
that this lease and all other schedules, purchase orders, notices
and documents relating thereto be drafted in English. Le Locateur et
le Locataire confirment qu'ils ont expressement exige que la
Convention de Bail d'Equipement Principale et tous les annexes, bons
de commande, avis et documents y afferents soient rediges en
anglais.
Executed this 30th day of March , 2007 .
--------------------------- ---------------------- ----------
By execution hereof, the signer hereby certifies that he has
read this lease, and that he is duly authorized to execute this
lease on behalf of Lessee.
Lessee IBB International (Canada) Ltd C/S Lessor HSBC BANK CANADA
---------------------------------
---------------------------------
By /s/"Jeremy Bowman" President, By /s/"Tim McMorran" Snr Act
-------------------- ----------------------------- -------------------- -------------------------
Authorized Signatory Title CEO Authorized Signatory Title Mgr
/s/ "Sheila Bowman" Director /s/ "Brian Skehon" Snr Act
-------------------- ---------------------------- -------------------- --------------------------
Authorized Signatory Title Authorized Signatory Title Mgr