Sample of Offer to Lease

OFFICE PREMISES

This offer to lease is made

BETWEEN: ABC Holdings Ltd.

1234 Obvious Street
Anywhere, BC
Postal Code

(the "Landlord")

AND: ACME CORPORATION

Road Runner Avenue
Your Town, BC
Postal Code

(the "Tenant")

We, ACME CORPORATION, hereby offer to lease from ABC Holdings Ltd. a portion of the
building municipally known as Unit 204 - 15225 104 th Avenue, Anywhere, BC (the "Building"), on
the following terms and conditions:

1. PREMISES

Approximately [area] square feet on the [2] floor as shown outlined in heavy black on the floor plan
attached as Schedule AA@ (the "Premises").

The exact square footage of the Premises shall be determined by a survey as provided by the Landlord
or as determined by the Landlord=s architect, in accordance with the Lease. When known, all rents
and inducements will be adjusted on a pro-rata basis to reflect the surveyed area.

2. TERM

The Term of the Lease shall be [number] years commencing on [date, 20__] (the "Commencement
Date") and expiring on [date, 20__].

3. BASIC RENT

The Basic Rent payable for the Premises shall be paid in advance, in equal monthly instalments based
on the following schedule and shall be paid on the first day of each month of the Term commencing
on the Commencement Date.

Lease Year Annual Rate Per Square Foot Annual Basic Monthly Basic
Rent Rent
$ $ $

Upon determination of the actual square footage of the Premises, the Basic Rent shall be adjusted
accordingly, on the basis of the Basic Rent being calculated using the Annual Rate Per Square Foot
quoted above. Payments of Basic Rent shall be adjusted on a per diem basis if the Term commences
other than on the first day of the month or expires other than on the last day of the month.

4. FORM OF LEASE

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 This offer to lease is to lease the Premises upon the terms and conditions set forth in the Landlord=s
standard form of lease (the "Lease") to be completed in accordance with the provisions contained in
this offer to lease.

5. NET LEASE

The Tenant shall be responsible to pay for its Proportionate Share of Taxes and Operating Costs as
Additional Rent (plus GST) as described in the Lease. These costs are currently estimated to be $
[amount] per square foot per annum for 20__.

6. EXECUTION OF LEASE

The Lease shall be executed and returned by the Tenant within seven (7) business days of its
presentation to the Tenant by the Landlord. If the Tenant does not execute and return the Lease within
this time, the Landlord may forbid the Tenant to enter the Premises for the purpose of carrying on its
business and/or Tenant's Improvements and may suspend any Landlord's Work with respect to the
Premises, but the Tenant will continue to be liable for payment of Rent from and after the
Commencement Date. The Landlord will not be required to deliver the Lease to the Tenant in a form
acceptable for registration. The Tenant must execute and deliver the Lease to the Landlord prior to
taking possession of the Premises.

7. USE

The Premises shall be used only for the purpose of [use].

8. REQUIRED CONDITIONS

The term "Required Conditions" shall be defined as meaning all of the following:

(a) the Tenant being [ACME CORPORATION];

(b) the Tenant being itself in occupation of and conducting its business in the whole of the
Premises in accordance with the terms of this Lease; and
(c) there not being, and not having been, any default under the Lease or any other agreement
between the Landlord and the Tenant pertaining to the Premises or this tenancy.

9. LANDLORD'S WORK

The Premises are accepted "as is". The Landlord will be responsible for the costs to construct any
required demising walls to building standard and to install a building standard entry/exit door, if
required, to meet applicable codes and bylaws.

Notwithstanding anything to the contrary herein contained, the Commencement Date of the Term
shall be postponed until the Premises are ready for occupancy if a labour disruption or other
occurrence hinders or delays the Landlord from completing the Landlord=s Work prior to the
Commencement Date.

10. TENANT'S IMPROVEMENTS

Landlord will provide $[amount] per square foot for Tenant improvements and grant the month of
[state month] as a fixturing period.

Any items not specifically included in the Landlord's Work shall be deemed to be Tenant's
Improvements, including but not limited to interior partitions, wall finishes, floor coverings, Tenant=s
fixtures, furnishings and equipment, changes to sprinkler system, all branch wiring, check meters,
distribution panels, light fixtures, telephone lines and any additional fire fighting or fire prevention
equipment necessitated by the Tenant=s installations or special requirements.

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 For any Tenant's Improvements the Tenant shall be required to prepare working drawings and
specifications of the proposed improvement work and obtain the written consent of the Landlord
before commencing the improvement work, such consent not to be unreasonably withheld. All
improvement work shall be done by qualified and licensed contractors and sub-contractors whom the
Landlord shall have approved in writing. The Premises shall be improved to a standard in keeping
with the appearance and character of the Building. The Tenant also agrees to employ the Landlord=s
consultant regarding any modifications to the HVAC and electrical distribution systems beyond the
base building system.

11. PERMITS

It is the Tenant's responsibility to secure all the necessary building permits and government approvals
for the Tenant=s Improvements. Such permits must be secured before any work shall commence on
the Premises. The Tenant shall also be responsible for acquisition of the final occupancy permit as it
applies to the Tenant=s Improvements. The Tenant shall provide the Landlord with copies of all
applicable permits and approvals.

12. EARLY OCCUPATION BY TENANT

During any period prior to the commencement of the Term (including the period from the date upon
which the Premises are ready for the construction of the Tenant=s Improvements until the
commencement of the Term) in which the Tenant is permitted to have occupancy of the Premises,
whether exclusively or in common with the Landlord, its contractors, sub-contractors, or employees,
the Tenant shall be bound by all the provisions of the Lease saving those requiring the payment of
Basic Rent or the Tenant=s Proportionate Share of Operating Costs and Taxes.

13. AGENCY DISCLOSURE

The Tenant and Landlord acknowledge that:

(i) in accordance with the Code of Ethics of the Canadian Real Estate Association, [Best Realty]
(the "agent") and Bill Smith, leasing agent, have disclosed that they are representing the
Landlord only in the transaction described in this offer to lease; and Student Jones (the
“Tenant agent”) is representing the Tenant only in the transaction described in this offer to
lease.

(ii) the agent's primary responsibility is to protect and promote their Clients interest;

(iii) the Landlord shall pay the commission and compensation due to the agent pursuant to the
transaction described in this offer to lease in accordance with the Exclusive Listing
Agreement between the agent and the Landlord.

The Tenant acknowledges and agrees that the agent is entitled to pass any relevant information it
receives from the Tenant or from any other source to the Landlord as the agent sees fit, without being
in conflict of its duty to the Tenant.

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 14. LANDLORD'S CONDITIONS PRECEDENT

This offer to lease is subject to:

(a) the Landlord being satisfied with the financial covenant of the Tenant. Within three (3)
business days of the date of acceptance of this offer to lease, the Landlord shall notify the
Tenant of what information he or she requires. The Tenant shall provide the Landlord with
any credit information requested, including suppliers, bank and auditor's references, and
financial statements within three (3) business days of receipt of the Landlord's request for
information. The Landlord shall have a further period of seven (7) business days from the
date of receipt of the aforesaid information from the Tenant to determine whether or not the
Tenant is financially responsible.

(b) approval by the Landlord's Head Office within ten (10) business days from acceptance of this
offer to lease.

The above conditions precedent are for the sole benefit of the Landlord and must be removed
unilaterally by the Landlord in order to proceed with completion of the contract. Should these
conditions not be removed from this offer to lease by notice in writing to the Tenant or its agent within
the specified time frames, this offer to lease shall be null and void and all deposit monies shall be
returned to the Tenant.

15. TENANT’S CONDITIONS PRECEDENT

This offer to lease is subject to _________________________, all of which are for the sole benefit of
the Tenant. These conditions precedent shall be removed or waived by notice in writing from the
Tenant to the Landlord on or before ____________________, or the offer to lease shall be null and
void and all deposit monies shall be returned to the Tenant.

16. COMMUNICATIONS EQUIPMENT

The Tenant shall be responsible for the installation and maintenance of its telephones, computers, and
special communications equipment. The Tenant accepts responsibility and liability for any resultant
damage to existing Tenant or Landlord communications equipment caused by negligent or improper
installation or overloading of existing systems.

17. ENTIRE AGREEMENT

It is understood and agreed that the terms and conditions of this offer to lease shall be those expressly
set out herein and in the Schedules attached hereto and, except as expressly set out herein and in the
attached Schedules hereto, there are no covenants, representations, agreements, warranties or
conditions of the Landlord and none shall be implied.

18. LEASE SHALL GOVERN

Upon execution and delivery of the Lease by the Tenant and the Landlord, the provisions of this offer
to lease shall survive; provided that in the event of any contradiction between such provisions and the
terms and conditions of the leases, the Lease shall govern.

19. TRANSFER

The contract that shall arise between the parties by acceptance of this offer to lease may not be
assigned, sublet, charged, encumbered, or transferred directly or indirectly by the Tenant.

20. SCHEDULES AND RIDERS

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 Schedule “A” and any other schedules or riders, if any, attached hereto shall form a part of this offer
to lease and are hereby incorporated herein.

21. APPLICABLE LAW AND INTERPRETATION

This offer to lease shall be governed by and construed under the laws of the Province of [name of
province], and the provisions of this offer to lease shall be construed as a whole according to their
common meaning and not strictly for or against the Landlord or the Tenant. The words "Landlord”
and "Tenant" shall include the plural as well as the singular. If this offer to lease is executed by more
than one party as the Tenant, the Tenant=s obligations hereunder shall be joint and several obligations
of such executing parties. The definitions contained in this offer to lease shall also apply to all
schedules and riders incorporated herein unless otherwise indicated. Time is of the essence of this
offer to lease and each of its provisions. The captions of the clauses of this offer to lease are included
for convenience only, and shall have no effect upon the construction or interpretation of this offer to
lease or any of the schedules or riders attached hereto (if any) or of the Lease.

22. NO REGISTRATION

This offer to lease or any notice thereof or any caution or other instrument indicating an interest in the
Building by virtue of this offer to lease shall not be executed in registrable form or registered against
the title to the Building.

23. PARTIAL INVALIDITY

If any term, covenant, provision, or condition of this offer to lease or the application thereof to any
person or circumstance is to any extent held or rendered invalid, unenforceable or illegal, the
remainder of this offer to lease or the application of such term, covenant or condition to persons or
circumstances other than those with respect to which it is held invalid, unenforceable, or illegal is not
affected thereby and continues to be applicable and enforceable to the fullest extent permitted by law.

24. 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(s) of the authorized
signatory(ies) of the other party will be good proof of execution by that other party.

25. BINDING AGREEMENT

This offer to lease and its schedules and riders, if any, and the Landlord's acceptance hereof shall
constitute a binding agreement on the parties to enter into a lease of the premises and to abide by the
terms and conditions herein contained.

26. DEFINITIONS

Words defined in the Lease and used herein shall have the same meaning ascribed to them by the
Lease.

27. DEPOSIT

A cheque for $[amount] plus GST (the "Deposit") payable to the Landlord's agent, [Best Realty] (the
"agent") in trust, shall be tendered within 48 hours of acceptance of this offer to lease. This sum will
be held as a deposit to be applied in payment of the first and last months' Basic Rent plus GST and
will only be returned if this offer is not accepted. This deposit will not bear interest.

28. DEFAULT BY TENANT

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 If this offer to lease is accepted and all subject clauses have been removed by the Landlord, and the
Tenant thereafter fails to comply with the provisions of this offer to lease, or becomes bankrupt or
insolvent, the Deposit shall be retained by the Landlord in payment for its expenses, but such retention
shall not limit or preclude the Landlord's other rights and recourses including, without limitation, a
right of action against the Tenant for damages for failure to comply with the provisions of this offer to
lease.

29. TIME FOR ACCEPTANCE

This offer to lease is open for acceptance until 5:00 p.m., Pacific [Mountain/Eastern] Time, on the [3]
business day after the Tenant's authorization of this offer to lease, after which time, if not accepted by
the Landlord, this offer to lease shall be null and void.

DATED at this day of , 20 __ .

[ACME CORPORATION]

Per:
(Authorized Signatory) (Witness)

NAME:
(Please Print) (Please Print)

We hereby accept this offer to lease and agree to be bound by the terms and conditions contained
herein.

DATED at this day of , 20__.

[ABC HOLDINGS LTD.]

Per:
(Authorized Signatory) (Witness)

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