LEASE
BETWEEN
INVESTISSEMENTS RENE ST-PIERRE LTEE
-----------------------------------
REPRESENTED DENIS HEBERT
AND
ACI TELECENTRICS
-----------------------------------
REPRESENTED BY DANA OLSON
[LOGO] ROYAL LEPAGE
<PAGE>
TABLE OF CONTENT
SECTION 1 PREMISES..........................................................1
SECTION 2 LEASE.............................................................1
SECTION 3 TERM..............................................................1
SECTION 4 RENTAL............................................................2
SECTION 5 BUSINESS TAXES....................................................2
SECTION 6 CLEANING..........................................................2
SECTION 7 OCCUPANCY.........................................................2
SECTION 8 AREA MEASUREMENT..................................................3
SECTION 9 RENTAL CREDIT.....................................................3
SECTION 10 DEPOSIT..........................................................3
SECTION 11 USE OF PREMISES..................................................3
SECTION 12 MASTER LEASE.....................................................3
SECTION 13 SUBLET/ASSIGNMENT................................................3
SECTION 14 RELOCATION.......................................................3
SECTION 15 CONSTRUCTION WORKS/LEASEHOLD IMPROVEMENTS (THE "WORKS')..........4
SECTION 16 DEMOLITION.......................................................4
SECTION 17 PARKING..........................................................4
SECTION 18 BUSINESS HOURS...................................................4
SECTION 19 EXCLUSIVITY......................................................5
SECTION 20 OPTION TO EXPAND.................................................5
SECTION 21 OPTION OF FIRST REFUSAL..........................................5
SECTION 22 OPTION TO RENEW..................................................6
SECTION 23 OPTION TO CANCEL.................................................6
SECTION 24 OPTION ON FUTURE SPACE...........................................6
SECTION 25 ARBITRATION......................................................6
SECTION 26 EXTERIOR SIGN IDENTIFICATION.....................................7
SECTION 27 MAINTENANCE AND REPAIRS..........................................7
SECTION 28 DESTRUCTION......................................................7
SECTION 29 INSURANCE........................................................8
SECTION 30 LEASE REGISTRATION...............................................9
SECTION 31 FORCE MAJEURE...................................................10
SECTION 32 NOTICE..........................................................10
SECTION 33 JOINT AND SEVERAL...............................................10
SECTION 34 TIME OF THE ESSENCE.............................................10
SECTION 35 LANGUAGE CONTRACT...............................................11
SECTION 36 APPENDICES......................................................11
SECTION 37 COMMISSION......................................................11
SECTION 38 ENTIRE AGREEMENT................................................11
SECTION 39 ACCEPTANCE......................................................12
<PAGE>
LEASE
April 5th, 2000
BETWEEN: INVESTISSEMENTS RENE ST-PIERRE LTEE
Represented by Denis Hebert
AND: ACI TELECENTRICS
Represented by Dana Olson
... (hereafter referred to as the "Parties")
VIA: ROYAL LEPAGE COMMERCIAL INC.
Represented by Gilles V.Lapointe
OBJECT: 375, RUE DE COURCELETTE (SHERBROOKE, QUEBEC)
(THE "BELOIT BUILDING")
--------------------------------------------------------------------------------
Gentleman,
We, ACI Telecentrics, hereby lease from you, Investissements Rene St-Pierre
Ltee, the hereafter described premises (the "Premises") in the above- mentioned
property, subject to the following Terms and Conditions:
SECTION 1 PREMISES
The Premises shall consist of some TWENTY-FOUR THOUSAND
(24,000) sq. ft. of gross rentable area located on the first
two floors, the whole as outlined in red on the floor plan(s)
hereto attached as Appendix "A" and initialled for purposes
of identification by both Parties. The Tenant shall first
occupy all the space available on the first floor (as
measured by latest B.O.M.A. Standards) and then the second
(2nd) floor (and eventually the third (3rd) floor) as per its
needs. The total gross space available on the first two (2)
floors is presently estimated at TWENTY SEVEN THOUSAND FIVE
HUNDRED AND SEVENTY (27,575) square feet.
SECTION 2 LEASE
This document shall constitute the final and effective lease
agreement binding the above-mentioned Parties and shall
supersede for purpose of interpretation all prior Offers and
Counter Offers already agreed to.
This lease is intended to be a full gross lease, except for
any percentage increase in the yearly gross rate as hereafter
described.
SECTION 3 TERM
The Term of the Lease shall be for seven (7) years commencing
June 1st, 2000, and ending on May 31st, 2007, subject to the
provisions of Section 23 (Option to Cancel) herein.
<PAGE>
PAGE 2
SECTION 4 RENTAL
The full gross flat rate shall be NINE DOLLARS ($9.00) per
gross square foot for the first four (4) years and TEN
DOLLARS AND TWENTY-FIVE CENTS ($10.25) for the remaining
three (3) years of the Term. Such gross rate shall include
all real estate taxes applicable to the Leased Premises as
well as attributable operating expenses, management fees and
all energy costs.
The yearly gross rate shall be payable in equal consecutive
monthly instalments at the beginning of each month.
SECTION 5 BUSINESS TAXES
The Tenant will be responsible for the payment of its own
business and water taxes applicable.
SECTION 6 CLEANING
The Landlord shall, at its own expense, provide cleaning of
the common areas as well as periodic window cleaning of the
Premises.
The Tenant is responsible for the cleaning of its own
interior Premises.
SECTION 7 OCCUPANCY
Occupancy of the Premises shall be given to the Tenant prior
to or on April 1st, 2000 latest, or as per the occupation
date agreed to by the Parties if the Landlord is responsible
for the implementation of the Construction / Leasehold
improvements Works.
Access to the Premises shall be given to the Tenant and his
consultants - immediately, for the purpose of planning /
constructing / preparing the Premises for the earliest
occupation date possible and becoming operational.
It is understood and agreed that in the event that the Tenant
decides to occupy the Leased Premises prior to the Lease
commencement date as specified in Section 3 above, then all
the Terms and Conditions of the Lease shall apply mutatis
mutandis, except for those provisions dealing with the rental
gross rate, it being understood, for clarification purposes,
that the Tenant shall not pay any rent during said period.
The Landlord warrants to the Tenant that the building in
which the Leased Premises are located is structurally sound
and that water, drain and sewer connections, pipes and mains,
electrical wiring, water closets, sinks and accessories
thereof, and all equipment belonging to or connected with the
Leased Premises or used in its operation including all
electro-mechanical systems exclusive to its Leased Premises
are in good operating condition. In the event this warranty
has been violated, it shall be the obligation of Landlord,
after receipt of written notice from Tenant setting forth the
specific nature of a problem, to promptly rectify such
violation at Landlord" sole cost.
<PAGE>
PAGE 3
SECTION 8 AREA MEASUREMENT
The area of the Leased Premises shall be verified by the
Landlord and the Tenant in accordance with B.O.M.A.
measurement methods applicable at the time of the acceptance
of this Lease, and the actual gross rental shall be adjusted
upwards or downwards in accordance with actual area
measurements. It is understood that the rental rate as
defined in Section 4 shall remain the same, except for the
per square foot cost of the leasehold improvements which
shall also be retroactively adjusted to reflect the new
surface if need be.
SECTION 9 RENTAL CREDIT
Furthermore, the Tenant shall be granted as free gross
monthly rent, the months of May 2002, May 2003 and May 2004.
SECTION 10 DEPOSIT
At the acceptance of this Lease, the Tenant shall remit to
the Landlord a cheque to the amount equivalent to the first
TWO (2) monthly payable rents, including the applicable
amortized value of the Works. Such an amount shall be
deposited in an interest bearing certificate of deposit (for
a seven (7)-year period) with a Canadian chartered Bank.
This amount, including accrued interests, shall be applied
against either the last payable rents of the Term or, if the
Opting out option is exercised, against any final rent due to
the Landlord, such rent including the value of the
non-amortized capital portion of the works. (See Section 23
of the Lease).
SECTION 11 USE OF PREMISES
The Premises will be used as an operational call center
office and for related marketing or promotional service.
SECTION 12 MASTER LEASE
N/A
SECTION 13 SUBLET I ASSIGNMENT
The Tenant will be authorised to sublet or assign the Lease
with the Landlord's consent, which consent will not
unreasonably or arbitrarily withhold.
SECTION 14 RELOCATION
At no time during the Term of the Lease, or during its
extension, shall the Landlord have the right to impose a
relocation of the Premises to the Tenant.
<PAGE>
PAGE 4
SECTION 15 CONSTRUCTION WORKS/LEASEHOLD IMPROVEMENTS (THE "WORKS")
The Parties agree to link their present acceptance of this
Lease to the final acceptance by both Parties of an Agreement
on the accepted costs estimates and implementation schedule
of the construction Works (if the Landlord assumes a general
contractor's role). It is understood and agreed that, if
financed by the Landlord, the Construction / improvements
costs attributable to the Tenant shall be amortised at 8%
interest (effective interest rate) throughout the Term and
added to the monthly gross rent payable as defined above.
Appendix "B" (attached) provides for final arrangements
between Landlord and Tenant.
Were the Tenant to exercise any option to cancel during the
Term, the indemnity then payable to the Landlord by the
Tenant would be equivalent to the remaining unamortized
capital portion of the costs of the Construction works plus
same for any commission paid to the acting real estate
broker.
If Landlord does not take the responsibility for the
implementation of the Works, the Landlord shall diligently
assist, at no cost, the Tenant by giving him timely access to
the property as well as providing required systems
descriptions and specifications, and rapid acceptance of
Works' conformity with the property's standards.
If Landlord takes responsibility for the Works
implementation, then upon the Landlord delivering possession
of the Leased Premises, the Tenant shall have the right to
verify that the Landlord's Works are complete and the Tenant
shall have THIRTY (30) days from the date possession is given
to it to inspect the Leased Premises and provide the Landlord
with a list of deficiencies with respect to the Landlord's
Work and the Landlord shall remedy such deficiencies, failing
which the Tenant shall remedy such deficiencies and set-off
such cost or costs against the Gross Rent due and payable.
SECTION 16 DEMOLITION
It is agreed and understood that all present and future
leasehold improvements belong to the Landlord and that the
Tenant shall not be obliged to demolish them at the expiry of
the Term. The Premises will be left clean and in their normal
wear and tear condition at the expiry of the Lease.
SECTION 17 PARKING
The Landlord shall provide the Tenant, at all times, with up
to 150 available exterior parking spaces at no additional
cost.
SECTION 18 BUSINESS HOURS
The Tenant's staff shall have access, for its on-going
operation, to the Premises SEVEN (7) days a week, 24 hours a
day and Tenant shall be allowed to install or complete any
security system meeting its business requirements.
<PAGE>
PAGE 5
SECTION 19 EXCLUSIVITY
The Tenant shall have, for the duration of the Lease and
renewal thereof if exercised, the exclusivity of his
professional practice in the above mentioned building.
SECTION 20 OPTION TO EXPAND
The Landlord grants to the Tenant throughout the Term, the
option to rent, at same terms and conditions, any remaining
available contiguous space on the second floor as well as on
the third floor of the Property; such option can be exercised
at anytime. Tenant shall indicate its intent to exercise this
option to Landlord by registered mail.
In the event Tenant exercises the said option, then all Terms
and Conditions of the Lease, including renewal rights, but
excluding the financing of the Leasehold improvements, shall
apply to this expansion space.
The Term of the Lease for any expansion space shall be
co-terminus with the Term of the Lease and any renewal
thereof.
SECTION 21 OPTION OF FIRST REFUSAL
Notwithstanding the application of the above Section 20
(Option to Expand), the Landlord consents to grant to the
Tenant the right, at any time during the Term of this Lease
or the renewal thereof, of a first refusal right on any
available space, at a rate equivalent to that offered by a
BONA FIDE third party for such space.
The Landlord undertakes to give the Tenant written notice
containing all relevant leasing information pertaining to
such space. The Tenant shall have FIVE (5) days from receipt
thereof to confirm in writing that it elects to exercise its
right of first refusal.
The present clause shall apply each time any available space
becomes available, whether or not the Tenant has exercised
the right herein contained.
The Term of the Lease for any expansion shall be co-terminus
with the Term of the Master Lease and any renewal thereof.
<PAGE>
PAGE 6
SECTION 22 0PTION TO RENEW
The Landlord shall grant to the Tenant ONE (1) option to
renew the Lease for a further period of FIVE (5) years,
commencing June 1st, 2007 and terminating May 31st, 2012, or
in any case, 5 years after the beginning of the Term,
provided that the Tenant gives to the Landlord written
notice, by registered mail, of its intention to exercise this
option no less than SIX (6) months prior to the Lease expiry
date, failing which, this option to renew will become null
and void and of no effect. All terms and conditions as
contained in the Lease shall remain the same except for the
rental gross rate which shall not exceed FIFTEEN (15) percent
of the last preceding yearly gross rate paid by the Tenant.
For calculation purposes, this preceding yearly gross rate
shall exclude any financing of the Works included in the
gross rate by the Landlord but will nevertheless take into
account any inducements granted by the Landlord and amortised
over the Term of the former Lease.
SECTION 23 OPTION TO CANCEL
The Tenant may exercise one lease cancellation option at the
end of the FOURTH (4) year of its Lease after having given
the Landlord a written advice to that effect at least SIX (6)
months before the last day of the Term of the Lease, failing
which, the Tenant's right to terminate the Lease shall become
null and void and of no effect.
In the event that the Lease is terminated in accordance with
the foregoing, the Tenant agrees to pay the Landlord a sum
corresponding, if applicable, to the remaining non amortized
capital portion of the Landlord's contribution to the
Tenant's improvements and brokerage fees.
SECTION 24 OPTION ON FUTURE SPACE
Throughout the Term of the Lease, and the renewal thereof,
the Tenant shall have a right of first occupation of the
whole or any divisible part of such new space at the then
prevailing and competitive market gross rate and for a term
not to exceed the present Term of the Lease or any renewal
thereof.
SECTION 25 ARBITRATION
If, for any reason relating to the substance and / or
interpretation of any Term or Condition the Lease, the
Landlord and the Tenant fail to reach a fast agreement, the
settlement thereof shall be referred to a Board of three
arbitrators, one to be appointed by each of the Landlord and
the Tenant and a third arbitrator to be appointed in writing
by the first two-named arbitrators; if the Landlord or the
Tenant shall refuse or neglect to appoint an arbitrator
within TEN (10) days after the other shall have served a
written notice upon the party so refusing or neglecting to
make such appointment, the arbitrator first appointed shall,
at the request of the party appointing him, proceed to decide
on the matter as if he were a single arbitrator appointed by
both the Landlord and the Tenant for the purpose. If two
arbitrators are so appointed within the time prescribed and
they do not agree within a period of TEN (10) days from the
date of appointment of the second arbitrator upon the
appointment of the third arbitrator, then upon the
application of either the Landlord or the Tenant, the third
arbitrator shall be appointed by a Judge of the Superior
Court of Quebec
<PAGE>
PAGE 7
sitting in the district of Sherbrooke. The determination by
the arbitrators or the majority of them or by the single
arbitrator, as the case may be, shall be final and binding
upon the Landlord and the Tenant, and their respective
successors and assigns.
Each party shall pay the fees and expenses of the arbitrator
appointed by it and one-half of the fees and expenses of the
third arbitrator. The provisions of this section shall be
deemed to be a submission to arbitration within the provision
of the Civil Code of Quebec and the Code of Civil Procedure
of the Province of Quebec.
SECTION 26 EXTERIOR SIGN IDENTIFICATION
The Tenant shall have the Landlord's permission to supply and
install exterior sign identification, the design and location
of which shall be subject to the approval of the Landlord,
which approval shall not be unreasonably withheld, and
subject to municipal by-laws and regulations.
SECTION 27 MAINTENANCE AND REPAIRS
The Tenant shall only be responsible, at its own expense, to
maintain and keep the Leased Premises, including all
facilities, equipment and services within and exclusive to
the rented areas, in such good order and condition as they
would be kept by a careful owner, and shall promptly make all
the necessary required repairs by the normal use of the
Premises and their related electrical or mechanical systems.
The Landlord shall be responsible for all latent or
structural defects, design or construction defects, or for
any repairs due to its own negligence.
Notwithstanding anything to the contrary contained in this
Lease, if the Leased Premises are rendered untenantable for a
period of FIVE (5) consecutive days, by the making of
repairs, replacements or additions necessary due to
Landlord's actions or inactions, there shall be a
proportionate abatement of rent from and after said FIFTH
(5th) consecutive business day and continuing for the period
of such untenantability.
SECTION 28 DESTRUCTION
Provided, and it is hereby expressly agreed, that if and
whenever during the Term of the Lease, or any renewal
thereof, the Building or the portion of the Building hereby
leased shall be destroyed or damaged by fire, lightning or
tempest, or any of the other like perils required to be
insured against under the provisions of Section 28, then and
in every such event:
If the damage or destruction, in the opinion of the Tenant,
is such that the portion or the whole of the rented premises
are rendered unfit for occupancy or unsafe to use and occupy,
then notice of such shall be given by the Tenant to the
Landlord within three days of the happening of such damage or
destruction which will have to be repaired, with prompt and
reasonable diligence, within thirty (30) days following
reception of the notice by the Landlord and the rent shall
abate from the date of the happening of the damage until
final and operational restoration of the rented Premises.
<PAGE>
PAGE 8
If Landlord, acting reasonably, refuses to repair such damage
or destruction, or cannot comply with the above described
delay, the Tenant shall then have the right to terminate its
Lease at the date of the occurrence of the damage or
destruction, or claim from the Landlord an abatement of its
rent proportional to the damaged or destructed surface until
the whole Premises is re-established in its original and
operational capacity.
SECTION 29 INSURANCE
The Tenant covenants that nothing will be done or omitted by
it whereby any policy shall be cancelled or the Leased
Premises rendered uninsurable.
The Tenant shall, at its own expense, during the Term of this
Lease, take out and keep in force comprehensive public
liability and property damage insurance naming the Landlord
as an additional insured to the extent indemnified herein
against all claims for personal injury, death, or property
damage, no matter how occurring in, upon or about the Leased
Premises and on, in, or about the adjoining streets or
passageways to a limit of not less than FOUR MILLION DOLLARS
($4,000,000) per any one occurrence or claim.
The Tenant shall further, at its own expense, during the Term
of this Lease take out and keep in force,
(i) "all risks" (including flood and
earthquake) insurance upon property of
every kind and description owned by the
Tenant, or for which the Tenant is legally
liable, or installed by or on behalf of
the Tenant, and which is located within
the Leased Premises, including, without
limitation, telecommunication systems,
furniture, fittings, installations,
alterations, additions, partitions,
fixtures, plate glass, leasehold
improvements and all parts of the Leased
Premises which the Tenant is obligated to
keep in repair under this Lease;
(ii) business interruption insurance in such
equivalent amount as will reimburse the
Tenant for direct or indirect loss of
earnings attributable to all perils
insured against pursuant to this Section
28 and other perils commonly insured
against by prudent tenants operating under
similar circumstances; and
(iii) any other form of insurance as the
Landlord may reasonably require from time
to time in form, in whatever amounts and
for insurance risks against which a
prudent tenant under similar circumstances
would insure.
Certificate of insurance shall be delivered to the Landlord
as well as evidence of renewal or replacement if any at least
THIRTY (30) days prior to the date fixed for cancellation or
expiration of any policies. The Tenant shall not materially
alter this policy through any endorsement unless he has prior
written consent from the Landlord.
Such insurance shall be contracted with insurers and in
conformity with terms reasonably satisfactory to the Landlord
and pursuant to which the
<PAGE>
PAGE 9
Landlord shall be named as an additional insured to the
extent indemnified herein.
The Tenant shall obtain from the insurers under such
policies, undertakings to notify the Landlord in writing at
least thirty (30) days prior to any cancellation or
expiration thereof.
Without limiting the foregoing; the Tenant undertakes to
insure the portion of the Building where the Leased Premises
are located against any damages to or loss, theft, or
destruction of the property.
Landlord shall keep the Building, including all improvements
insured against damage and destruction by fire, earthquake,
vandalism, and other perils in the amount of the full
replacement value of the Building, as the value may exist
from time to time. The insurance shall include an extended
coverage endorsement of the kind required by an institutional
lender to repair and restore the Building. Landlord shall
maintain contractual and comprehensive general liability
insurance, including public liability and property damage,
with a minimum combined single limit of FOUR MILLION DOLLARS
($ 4,000,000.00) for personal injuries or deaths of persons
occurring in or about the Building and Leased Premises.
Notwithstanding the foregoing, with respect to liability for
fire or explosion, for which the Parties maintain a system of
coverage on their respective property, each party hereto
waives its rights, and the rights of its subsidiaries and
affiliates, to recover from the other party hereto and its
subsidiaries and affiliates for loss or damage to such
party's building, equipment, improvements and other property
of every kind and description resulting from fire, explosion
or other cause normally covered in standard broad form
property insurance policies. This clause shall survive
termination of this Lease.
SECTION 30 LEASE REGISTRATION
The Tenant shall have the right to register the Lease (or the
accepted Offer to Lease in the absence of a Master Lease)
only by presenting a deed which shall constitute a separate
document prepared specifically for registration. Such
document presented for registration shall not contain any
mention of the rental terms or other financial conditions
contained in the Lease. Such document shall in all respects
be subject to the provisions of the Lease and shall be deemed
to incorporate all the provisions of the Lease. The
preparation of such document and registration of the same
shall be at Tenant's own expense and only after the form and
terms of same have been approved by the Landlord.
<PAGE>
PAGE 10
SECTION 31 FORCE MAJEURE
Notwithstanding anything to the contrary contained in this
Lease, if either party hereto shall be bona fide delayed or
hindered in, or prevented hereunder by reason of inability to
procure materials or services, failure of power, restrictive
governmental laws or regulations, riots, insurrection,
rebellion, war, Act of God, or other reason of a like nature,
not the fault of the party delayed in performing work or
doing acts required under the terms of this Offer to Lease,
then performance of such term, covenant, or act shall be
excused for the period of the delay, and the period for the
performance of any such term, covenant, or act shall be
extended for a period equivalent to the period of such delay.
SECTION 32 NOTICE
For the purposes hereof, all and any notices shall be sent to
the following addresses:
In the case of a notice to the Tenant:
ACI TELECENTRICS
Attention: Mr. Dana Olson, C.O.O.
3100 West Lake street, suite 300
Minneapolis, Minnesota, U.S.A.
55416
In the case of a notice to the Landlord:
INVESTISSEMENTS RENE ST-PIERRE, LTEE
Attention: Mr. Denis Hebert
375 rue de Courcelette,
Sherbrooke, Quebec, Canada
J1H 3X4
SECTION 33 JOINT AND SEVERAL
The covenants and obligations of the Tenant and the Landlord,
if more than one person or corporation, are hereby declared
to be joint and several. The word "Tenant" shall be deemed
and taken to mean each and every person or party mentioned as
a Tenant or Landlord herein, be it the same one or more; and
if there shall be more than one Tenant or Landlord, any
notice required or permitted by the terms of this Lease may
be given by or to any one thereof, and shall have the same
force and effect as if given by or to all thereof.
SECTION 34 TIME OF THE ESSENCE
Time shall be of the essence of this Lease and each and every
part hereof.
<PAGE>
PAGE 11
SECTION 35 LANGUAGE CONTRACT
Tel que convenu par le Locataire et le Bailleur, ce document
a ete redige en anglais./As agreed by both the Tenant and the
Landlord, this document has been drawn up in English.
SECTION 36 APPENDICES
Appendices "A", "B" and "C" and any other accepted appendices
to be attached hereto and initialled for identification form
an integral part of this Lease.
SECTION 37 COMMISSION
The Tenant hereby declares that the sole real estate agent or
broker, for the Offer to lease or the resulting Lease is
Royal LePage Commercial Inc. The commission payable to Royal
LePage Commercial Inc. will be paid by the Landlord. Such
commission payable shall also apply to any expansion
exercised during the Term of the Lease as per commission
agreement.
SECTION 38 ENTIRE AGREEMENT
This Lease and the Appendices hereto, and Riders, if any,
attached and forming part hereof, set forth all the
covenants, promises, agreements, conditions, and
understandings between the Landlord and the Tenant concerning
the Leased Premises; and there are not covenants, promises,
agreements, conditions, or understandings, either oral or
written, between them other than are herein set forth. Except
as herein otherwise provided, no subsequent alteration,
amendment, change, or addition to this Lease shall be binding
upon the Landlord or the Tenant unless reduced to writing and
signed by them.
<PAGE>
PAGE 12
SECTION 39 ACCEPTANCE
Acceptance of this Lease will be deemed to have been made
when signed by the Landlord and the Tenant and returned to
Royal LePage Commercial Inc.
In the meantime, the Terms and Conditions of the existing
accepted Offer to Lease, as amended by the Counter-Offer and
the Counter-Counter-Offer shall prevail and constitute the
equivalent of a legally binding Lease between the Parties.
IN WITNESS WHEREOF THE TENANT HAS SIGNED
/s/ Dana Olson
-------------------------------------------------------------
for ACI Telecentrics Witness
/s/ Karen Weaver
----------------
Witness
This 13 day of April 2000, in Minneapolis
---- ------- -----------
City.
IN WITNESS WHEREOF THE LANDLORD HAS SIGNED:
/s/ Denis Hebert (ILLEGIBLE SIGNATURE)
-------------------------------------------------------------
For: Investissements Rene St-Pierre Ltee Witness
(ILLEGIBLE SIGNATURE)
----------------------------
Witness
This 11 day of April 2000, in Montreal
-- ----- --------
City.
<PAGE>
APPENDIX "A"
FLOOR PLAN(S)
ATTACHED: FLOOR 1
FLOOR 2
FLOOR 3 (OPTIONAL SPACE)
<PAGE>
APPENDIX "B"
CONSTRUCTION / IMPROVEMENT WORKS
NOTE: THIS APPENDIX "B" IS INTENDED AND ACCEPTED BY THE
PARTIES AS BEING AN ESSENTIAL AND INTEGRAL PART OF THE
PRESENT LEASE.
B.1 Landlord consents to finance the whole value of the
Leasehold Improvements attributable (of a non-capital
nature) to the Tenant and to amortize such final costs
as approved by the Tenant over the Term of the Lease,
at eight percent (8%) interest as described above under
Construction Works / Leasehold Improvements (Section
15)
Landlord consents to act as General Contractor (G.C.)
for the preparation of Plans, the approval thereof, the
costing and implementation of the Works.
B.2 Subject to further discussion with the Tenant, and
timely approval of Plans and materials by the Tenant,
the Landlord wishes to commit itself to the following
tentative schedule:
PRE-CONDITIONS:
o Tenant agrees that Landlord shall finance and
execute all the Works through its fully owned
building company (Sherko Construction Inc.) and
its architects.
o Tenant provides Landlord with a detailed list of
its requirements, (materials, physical and electro
/ mechanical) by March 10th latest.
o The Works shall be planned and executed on a
"Turnkey" basis.
B.3 SCHEDULE: LATEST DATE:
------------------------------------------------------------
Offer to Lease accepted March 10th
Works cost estimates / approval March 13th
Preparation of Plans / Approval / Permits March 24th
Works implementation (20 working days) April 21st
NOTE: (First floor to be ready and (April 14th)
operational)
<PAGE>
APPENDIX "B" (CONT'D)
B.4 NOTE:
o Landlord accepts to provide at its own cost a
back-up generator satisfying the Tenant's
reasonable requirements.
o Landlord accepts not to charge any management fees
for its role as General Contractor.
o Landlord is ready to accelerate construction of
the first floor first (15 versus 20 working days),
then, the 2nd floor, without impairing ACI's
operations on the first floor.
o Any expansion of the Rental Premises in the
present building shall be subject to the same
Terms and Conditions of this Lease (except for the
Term of the Lease) as well as the applicable
amortization process and interest rate for any
Landlord's contribution toward the Leasehold
improvements for such expansions.
B.5 CONSTRUCTION / IMPROVEMENT WORKS (AS SUBMITTED BY
LANDLORD)
Landlord and Tenant have agreed that the costs of the
overall Works and Improvements as per approved plans
shall not exceed two hundred and fifty thousand dollars
(250,000.00$) plus applicable federal and provincial
sales taxes.
<PAGE>
APPENDIX "C"
ASHRAE STANDARDS
The Landlord's HVAC (Heating, ventilation and air conditioning) systems shall
have the capacity to respect the following standards:
<TABLE>
---------------------------------------- -------------------------------------- --------------------------------------
<S> <C> <C>
TEMPERATURES Winter: 20-24 degrees C ASHRAE MCI Worldcom
Summer: 23-26 degrees C 55-92
---------------------------------------- -------------------------------------- --------------------------------------
RELATIVE HUMIDITY Minimum of 30% at 20 degrees C ASHRAE 55-92
Maximum of 60%
---------------------------------------- -------------------------------------- --------------------------------------
EXTERIOR AIR INTAKE 10 1/sec/pers ASHRAE 62-89
---------------------------------------- -------------------------------------- --------------------------------------
AIR DIFFUSION 0.15m/s max Winter ASHRAE 55-81
0.25m/s max Summer
---------------------------------------- -------------------------------------- --------------------------------------
CARBON BIOXYDE (CO2) 1000 ppm ASHRAE 62-89
---------------------------------------- -------------------------------------- --------------------------------------
CARBON MONOXYDE (CO) 9 ppm (8 hours) ASHRAE 62-89
35 ppm (1 hour)
---------------------------------------- -------------------------------------- --------------------------------------
FORMALYDEHYDE (HCHO) 120 ug/m.cu (ceiling) ASHRAE 62-89
---------------------------------------- -------------------------------------- --------------------------------------
OZONE 0.05 ppm (continuous) ASHRAE 62-89
---------------------------------------- -------------------------------------- --------------------------------------
NITROGEN OXYDE (NOX) 0.055 ppm (1 year) ASHRAE 62-89
0.4 ppm (24 hrs)
0.8 ppm (30 min)
---------------------------------------- -------------------------------------- --------------------------------------
TOTAL PARTICULES 260 ug/m.cu (24 hrs) ASHRAE 62-89
75 ug/m.cu (1 year)
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ABREVIATIONS:
degrees C: Celsius degrees
%: percentage
1/sec/pers: litres per second per person
m/s: meter per second
ppm: particles per million
ug/m.cu: micrograms per cubic meter
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</TABLE>
