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THIS INDENTURE made this ;&Jt. day of 4.}~/xA.-one Thousand Nine Hundred and Ninety-Eight (1998)

BETWEEN:

-and-

THE CORPORATION OF THE CITY OF SUDBURY (Hereinafter called the "Lessor'')

OF THE FIRST PART;

1211250 ONTARIO INC, carrying on business as ZIO'S TUCK SHOP (Hereinafter called the "Lessee")

OF THE SECOND PART;

WHEREAS the Lessor wishes to sub-let to the Lessee a portion of the premises described in the Head Lease;

AND WHEREAS the Lessee shall be subject to all covenants, cond itions, stipulations, provisos, obligations, and undertakings contained in the Head Lease insofar as they relate to the sub-let area and impose obligations on the Lessee;

ALL AND SINGULAR that messuage or tenement situate, lying and being at the Transit Centre in the City of Sudbury in the Regional Municipality of Sudbury and Province of Ontario, and consisting of approximately Twelve square metres (12 .0 sq. m.) of indoor floor space in the Transit Centre Building attached hereto as Schedule "A", wh ich schedule is made a part hereof.

WHICH floor space, equipment and chattels are hereinafter referred to as the "demised premises".

AND TOGETHER WITH the right for the Lessee, its customers, employees and all other persons having business with it, to use in common with all others entitled thereto from time to time, the common areas of the Transit Centre. The term "common areas" shall not include leased, licensed or display areas but shall include the corridors , washrooms, terraces, adjacent walks and roadways , service areas and landscaped areas . The right of use of the several parts of the common areas shall be restricted to their appropriate intended use and shall be subject to such rules and regulations as may be imposed from time to time.

THIS AGREEMENT between The Corporation of the City of Sudbury and 1211250 Ontario Inc. , carrying on business as Zio's Tuck Shop shall be comprised of and such provisions shall take the precedence and govern in the following order:

• the Lease Agreement; and • the Proposal submitted by Zio's Tuck Shop

The contract shall be read as a whole and the ordinary rules of interpretation of contract shall apply.

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HABENDUM

TO HAVE AND TO HOLD the said demised premises unto the Lessee from and after the 1st day of May, 1998, for a term or period of twenty-four (24) months. This Lease will be extended for a further term of twenty-four (24) months, subject to the satisfactory performance of the terms and conditions set forth in the agreement.

RENT

YIELDING AND PAYING THEREFOR, during the currency of this Lease, unto the Lessor, at the office of the Lessor located at 200 Brady Street, (Civic Square Complex, Main Building , Second Floor) in the City of Sudbury in the Regional Municipality of Sudbury, by cash or certified cheque, the rent or sum calculated as follows:

May 1st, 1999 to April 30th,

I 5% 1$- 1_. 2000

May 1st, 2000 to April 30th, 2001 I 5% 1$- 1$-May 1st, 2001 to April 30th, 2002 I 5%

payable in monthly instalments on or before the fifteenth (15th) day ofthe month following the month for which the monthly instalment is owing.

PROVIDED however, that on or before the 31st day of May in each year of this Ag reement, the Lessee shall provide:

1) a statement to the Lessor detailing the actual gross revenues for the previous calendar year; and

2) a cheque in the amount of the difference in the guaranteed rent paid and the rent payable based upon the percentage of actual gross revenues shown above for the previous calendar year.

WITHOUT WAIVING any other right of action of the Lessor in the event of default of payment of rentals hereunder, in the event that the Lessee is delinquent after the fifteenth (15th) day of any month for a period of fifteen (15) days or more in paying the monthly rental payment for the previous month, the Lessee shall pay interest at the rate of one and one quarter percent (1 .25%) per month from the day any such sum is due and payable until fully paid;

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IT IS AGREED that the word "Lessor" when used herein shall mean The Corporation of the City of Sudbury and shall include the successors and assigns of The Corporation of the City of Sudbury; the word, "Lessee" or other words relative thereto, or of like import, shall mean and include, irrespective of gender or number, the party or parties of the Second Part as above designated or described, and their or any of their executors, administrators, heirs, legal personal representatives , successors or assigns. The words "Lessor'' shall mean the person employed by the Lessor holding the position, or acting in the capacity of the Lessor of the Sudbury Transit Centre for the time being;

AND IT IS FURTHER AGREED by and between the said parties hereto that these Presents are made and executed upon and subjectto the covenants, provisos, conditions , and reservations hereinafter set forth and contained, and that the same and everyone of them, representing and expressing the exact intention of the parties, are to be strictly observed, performed and complied with namely:

PAYMENT OF RENT

1. The Lessee shall pay all rental herein reserved at the time and in the manner in these Presents set forth, without any abatement or deduction whatever.

PAYMENT OF TAXES

2. That the Lessee shall pay or cause to be paid all rates, taxes and assessments of whatsoever description, that may at any time during the existence of these Presents be lawfully imposed and become due and payable, upon, or in respect of the demised premises, or any part thereof.

The Lessee shall pay any business tax, value added tax, multi-stage sales tax, sales tax, goods and services tax or any other tax lawfully imposed on any rent receivable by the Lessor hereunder by any governmental or other taxing authority.

COMPLIANCE WITH REGULATIONS

3. That the Lessee shall in all respects abide by and comply with all applicable lawful rules, regulations and by-laws of the federal government, provincial government, municipal government or any other governing body whatsoever and with all local police, health or, fire regulations or by-laws, in any manner affecting the demised premises and building(s).

LICENSES, PERMITS, ETC.

4. The Lessee shall procure and maintain , at the cost and expense of the Lessee, such licenses, permits or approvals from federal, provincial, municipal or other governmental authorities, and such private permits as may be necessary to enable the Lessee to furnish the services and conduct the operations provided for in this Lease.

PURPOSE

5. The said demised premises and any associated equipment shall be used for the operation therein of a tuck shop only and the said demised premises shall be used for n·o other purpose or purposes whatever.

For the purposes of this Lease Agreement, "tuck shop" shall mean a concession at which may be sold convenience store items, including, but not limited to, stationery and related products, personal care products and services, postage supplies, photographic services and supplies, bulk foods such as milk, bread, eggs and butter, and bulk snack foods, bulk beverages and bulk candies."

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ASSIGNMENT

6. The Lessee shall not make any assignment of these Presents, nor any transfer or sub-lease of the whole or any part of the lands, demised or leased hereunder, without obtaining the prior consent in writing of the Lessor to such assignment, transfer or sub-lease.

SERVICES OFFERED BY THE LESSEE

7. (1) Subject to Clauses #4 and #5 hereof provided, the Lessee shall maintain , conduct and operate quality services within the areas specifically provided for such purposes to the satisfaction of the Lessor, such services shall be available at the hours to be determined by the Lessor. Provided that such services can be commenced earlier and extended later at the option of the Lessee; and the Lessee shall provide a competent staff for operating these services provided for herein and the. carrying out of the provisions of this Lease . ..

(2) The Lessee shall operate and maintain the tuck shop and related services in a first class manner, and shall offer for sale, merchandise of a high quality and furnish and maintain a standard of service at least equal to that of first class establishments providing similar merchandise and services in the Sudbury area.

CONSULTANTS SERVICES

8. (1) Charges for merchandise and services furnished shall be comparable to those charges in comparable establishments in the Sudbury area. If, at any time, the Lessor determines that such rates and charges vary substantially from those charged in the Sudbury area, and for the purposes ofthis clause, Sudbury area shall be deemed to be the geographical boundaries of the Regional Municipality of Sudbury as set out and described in The Regional Municipality of Sudbury Act, R.S.O. 1990, C. R.16, as amended, (with due regard for differences iil merchandise and service offered and with due consideration to operating costs differences resulting from operating at the said Transit Centre), the Lessor may require, by notice in writing to the Lessee, the lowering or raising, as the case may be, of such rates and charges so that they will thereafter be comparable to those in effect in the Sudbury area. Such charges and rates as required by the Lessor shall be effected within thirty (30) days of such notice. In any such case, however, the Lessee shall be given a reasonable opportunity to defend against such findings and to justify the services or prices charged thereafter.

(2) In the event that the Lessor, at its sole discretion , concludes that the standard of services and/or the quality of the merchandise provided, and/or the decor of the demised premises and in the concession are sub-standard, the Lessor may, at the expense of the Lessor, employ recognized consultants to make surveys of such merchandise and standard of services and such comparisons thereof with similar merchandise and services in the Sudbury area as are necessary to make an informed assessment of services being provided, the standard of decor and the prices charged in the concession as a whole and not with respect to an isolated item or items. The Lessee agrees to give its full co-operation and assistance to such consultants during such survey. If, as a result of such survey, such consultants conclude that the quality of the merchandise or services considered as a whole, are sub-standard, and/or the standard of decor is sub-standard, the Lessor may require by notice in writing to the Lessee that the quality of such merchandise or services be improved and raised to such extent as may be determined by the Lessor, provided, however that the Lessee shall be given a reasonable opportunity to defend against the consultant's findings. Such improvements shall be affected by the Lessee within a reasonable time having regard to the nature of the improvement which the Lessor determined to be necessary.

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(3) It is expressly understood and agreed by the Lessee that where the Lessee is unable, to the satisfaction of the Lessor, to refute the findings of the consultants , the Lessee shall therefore give effect to the recommendations made by the Lessor in his or her notice, otherwise failure by the Lessee to comply shall be treated as a breach of covenant and subject to the provisions of Clauses #36 and 37 hereof.

PERSONNEL

9. (1) The Lessee shall engage suitable personnel to sufficiently provide and maintain the required standard of services, and such personnel shall be properly groomed and attired, local personnel shall be employed to the extent practical and consistent with reasonable efficiency and economy, all as determined by and to the satisfaction of the Lessor. Any employee, officer or principal of the Lessee displaying behaviour inconsistent with the level of quality of service intended by this Agreement may be prohibited from employment or prohibited from access to the Transit Centre property at the discretion of the Lessor.

(2) The Lessee shall engage suitable personnel to fulfil the need of such level of bilingual services in the french and english languages as may be required, all as determined by and to the satisfaction of the Lessor.

(3) The City will not provide parking on these premises for automobiles or other motorized vehicles. Lessee is to provide for parking off the Transit Centre site .

OBJECTIONABLE GOODS

10. (1) The Lessee shall not by itself or by any person or persons acting for it, or with its permission , in, upon or about the said demised premises, or any part thereof, bring, keep or sell , store, offer for sale, give away or otherwise use, handle or dispose of any merchandise, goods, materials, effects or things which may, by the Lessor for any reason , be deemed objectionable.

(2) It is expressly agreed and understood by the Lessee that the Lessor shall be the sole judge as to the appropriateness of the display within the leased premises of merchandise, goods, material, effects or things and his or her decision shall be final and binding upon the Lessee. Failure to comply with the Lessor's ruling as herein above provided, shall be treated as a breach of covenant and subject to the provisions of Clause 36 hereof.

ADVERTISING AND DISPLAYS

11. (1) The Lessor reserves the right to rule upon displays and advertising signs within the said demised premises, and the Lessee shall conform to the aesthetic standards of the said demised premises and any directives which may be introduced from time to time by the Lessor. No electrical sign of any kind may be installed without prior approval in writing of the Lessor.

(2) The Lessee shall obtain the written approval of the Lessor in advance of all signs and similar advertising material, including lettering and other advertising media erected , installed or placed on the exterior of the said demised premises or within the said demised premises to the extent that such signs are visible from outside the said demised premises and upon the exterior and interior services of all doors and windows. The cost of installing , maintaining, changing and removing all signs, shall be borne by the Lessee.

(3) The Lessee covenants and agrees that it will use the name "Sudbury Transit Centre de transport" in all advertising of the said demised premises in all promotional material and on all letterhead and stationery.

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(4) The Lessee may advertise, promote and/or display for sale, within the confines of the said demised premises, only those goods or services that relate directly to the operations conducted under this Lease.

(5) Any revenues derived directly or indirectly by the Lessee from the promotion or advertisement of goods or services by a third party, will be considered as revenue and shall be included in the gross revenue recorded by the Lessee.

CLEANING AND MAINTENANCE

12. (1) The said demised premises, and everything in and about them, shall, in all respects , be kept clean , neat and in good condition in accordance with all federal , provincial, municipal health, fire and police standards codes, or regulations and the Lessee shall be responsible for clean ing the interior of the windows in the said demised premises and the interior and exterior surfaces of all glass entrance doors, all to the satisfaction of the Lessor; it being expressly understood that the Lessor reserves the right to rule upon the cleaning methods and the quality of the cleaning supplies.

(2) The Lessee shall decorate the said demised premises as may be necessary from time to time.

(3) The Lessee shall ensure that the cleaning standards are known to the Lessee's operating staff.

ACCESS

13. (1) The Lessor, its servants or agents shall have full and free access for inspection purposes during normal business hours and in the presence of the Lessee or a representative of the Lessee to any and every part of the said demised premises and shall have access to all equipment, stores, furnishings and movables therein for the purpose of inspecting the same; it being expressly understood and agreed however, that in cases of emergency, the Lessor, its servants, employees or agents shall at all times and for all purposes, have full and free access to the said demised premises.

(2) The Lessor, its servants, employees or agents and invitees shall have full and free access during normal business hours and in the presence of the Lessee or representative of the Lessee to any and every part of the said demised premises for the purpose of showing such premises to interested parties for proposal purposes during the last eight (8) months of these Presents.

SERVICES AND UTILITIES

14. The services provided by the Lessor in the said demised premises shall be in accordance with Schedule "8" attached hereto and forming a part of these Presents.

TEMPORARY SUSPENSION OF SERVICES

15. Without limiting or restricting the generality of any of the provisions of Clause #31 hereof, the Lessee shall not have nor make any claim or demand, nor bring any action or suit or petition against the Lessor, and/or any of its officers, employees, servants or agents for any damage which the Lessee may susta in by reason of any temporary suspension, interruption or discontinuance, in whole or in part, from whatever cause arising in services supplied by the Lessor hereunder to the said leased premises.

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GARBAGE AND REFUSE DISPOSAL

16. The Lessee shall, at the cost and expense of the Lessee provide complete and proper arrangements for the adequate sanitary handling and disposal away from the said Transit Centre of all trash, garbage · and other refuse on or in connection with the Lessee's operation under this Lease, all to the satisfaction of the Lessor. Piling of boxes, cartons, barrels or other similar items shall not be permitted in any public area of the said building.

DRAINAGE SYSTEM

17. (1) The Lessee shall not do, cause or permit to be done, any act or thing in the said leased premises which may damage, injure or impair the operation of any drainage system, sanitary sewer system, or any facility provided for the protection of the general public or the operation of the said Transit Centre, all to the satisfaction of the Lessor.

(2) If required by the Lessor, grease traps shall be provided and maintained by the Lessee at the expense of the Lessee, in continuous efficient operation at all times.

DRAINAGE AND DISCHARGE OF MATERIAL

18. The Lessee shall not discharge, cause or permit to be discharged or howsoever to pass into the sewer system, storm drains or surface drainage facilities at the said Transit Centre or elsewhere, any deleterious material, noxious, contaminated or poisonous substances, all as determined by the Lessor; it being understood and agreed that in the event of a discharge or escape of such deleterious material, noxious, contaminated , or poisonous substance in or under the control of the Lessee, the cost incurred in the clean-up to the satisfaction of the Lessor shall be added to the Lessee's account.

REMOVAL AND TRANSFER OF FURNISHINGS, EQUIPMENT, FIXTURES, REPLACEMENTS. DECORATIONS AND ALTERATIONS

19. (1) The Lessee shall maintain, in the said leased premises, the furnishings, equipment and fixtures of the Lessee and the Lessor which are on the said leased premises at the commencement of this Lease, and the Lessee shall also provide, install and maintain in the said leased premises, replacements of such furnishings, equipment and fixtures, all at the cost and expense of the Lessee and to the satisfaction of the Lessor; provided that the Lessee shall not provide and install such replacements without submitting to the Lessor plans and specifications therefor and without obtaining, from the Lessor, prior written approval therefor.

(2) The Lessee shall decorate the said leased premises as may be necessary from time to time, at the cost and expense of the Lessee and to the satisfaction of the Lessor. The Lessee shall not undertake any decorations of the said leased premises without submitting, to the Lessor, plans and specifications therefor, and without obtaining from the Lessor, prior written Clpproval therefor.

(3) Subject to sub-clauses (4) and (5), no furnishings, equipment, fixtures, replacements, decorations or alterations described in this clause, shall be removed by the Lessee from the said leased premises, during the currency of this Lease or at the expiration or sooner determination of the term of this Lease.

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(4) The Lessor shall have the option of requesting or compelling the Lessee, upon written notice, to remove any furnishings, equipment, fixtures, replacements , decorations or alterations described in this clause and the Lessee shall, upon the receipt thereof, remove such furnishings, equipment, fixtures, replacements, decorations or alterations and restore the said leased premises to a condition satisfactory to the Lessor, all at the cost and expense of the Lessee and without any right on the part of the Lessee to seek compensation therefor.

(5) On or about June 1st, 1998, and thereafter on or about the 1st day of June in each and every year during the currency of this Lease, the Lessee shall provide the Lessor with a complete inventory of all furnishings, equipment, fixtures, replacements , decorations and alterations.

"AS IS" CONDITION

20. The Lessee hereby accepts the demised premises, buildings, structures and facilities in an "as is" condition on the effective date of this Lease and subject as provided in Clause #19 hereof. The Lessee hereby releases the Lessor from the obligation to make any repair or improvement thereto.

APPROVAL OF ALTERATIONS AND UTILITY SERVICES

21 . The Lessee shall not make any alterations to the said demised premises or facilities in connection therewith or add any utility services until plans showing the design and nature of the proposed alterations to the said demised premises or facilities in connection therewith and the said utility services have been approved by the Lessor and all such alterations to the said demised premises or facilities in connection therewith shall be made and thereafter maintained by and at the cost of the Lessee to the satisfaction of the Lessor.

VESTING OF ALTERATIONS. IMPROVEMENTS OR REPLACEMENTS

22. (1) Any repairs, alterations, improvements or replacements made by the Lessee to or upon the said demised premises shall, except and subject as in this Lease otherwise specifically provided, upon determination of this Lease in any manner whatever, forthwith be and become vested in title in the Lessor without any payment of compensation to the said Lessee in respect of the said repairs, alterations, improvements or replacements .

(2) At the expiration or sooner determination of the term of this Lease, the Lessee shall peaceably surrender and yield up to the Lessor, in a condition satisfactory to the Lessor, the said leased . premises, together with all furnishings, equipment, fixtures, replacements, decorations and alterations described in Clause 19 hereof, excepting the furnishings, equipment, fixtures, replacements, decorations and alterations removed, or sold and transferred, in accordance with Clause 19 hereof. If the Lessee fails to remove all or any portion of the Lessee's chattels within ten (1 0) days after the expiration or sooner determination of the term of this Lease, the Lessor at its sole option, may either remove and/or dispose of same and charge the cost of such removal and/or disposal to the Lessee which cost the Lessee hereby agrees to pay, or the Lessor may consider the same to be abandoned and take title thereto in the name of the Lessor.

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REASONABLE USE

23. The Lessee shall not during the currency of this Lease, do, suffer or permit to be done, any act or thing which may impair, damage or injure the said demised premises, the said building or any part thereof, beyond the damage occasioned by reasonable use, and shall, at the cost and expense of the Lessee, repair and renew in a good, sufficient and worker like manner all portions of the said demised premises or the said building which may at any time by the Lessee, be damaged (ordinary wear and tear only excepted) and in the event of the failure on the part of the Lessee to so repair and renew, the Lessee shall indemnify and save harmless the Lessor from all damages, costs and expenses suffered or incurred by the Lessor by reason of such impairment, damage or injury to the extent the Lessee is liable for the same in law; such payment to be made forthwith upon receipt of appropriate accounts therefor.

DANGEROUS GOODS

24. No goods of an explosive , dangerous, inflammable or noxious nature or character shall be stored in or upon the said demised premises except with the prior written consent of the Lessor.

FIRE PREVENTION

25. The Lessee shall, at the expense of the Lessee, take all precautions to prevent fire from occurring in or about the said demised premises, and shall observe and comply with all laws and regulations in force respecting tires at the said Transit Centre, and with all instructions given from time to time by the Lessor with respect to fires and extinguishing of fires.

REPAIR OF DAMAGE

26. If at any time or times hereafter, any damage or injury (ordinary wear and tear only excepted) should be occasioned to the said demised premises or the said build ing , or any part thereof or any fixture, furnishing or equipment or to any works of the Lessor on the said Transit Centre by reason of or on account of the operations of the Lessee hereunder or any action taken or things done or maintained by virtue thereof, then , and in every such case, the Lessee shall , within a reasonable time, on notice from the Lessor, given in writing , repair, rebuild and restore the same in good, sufficient and worker like manner; in the event of failure on the part of the Lessee to so repair, the Lessor may, at his or her option , repair such damage or injury in which case the Lessee shall reimburse the Lessor for all costs and expenses connected therewith or incidental thereto, to the extent the Lessee is liable for the same in law plus such additional charges as may then be applicable in accordance with the policies of the Lessor for administration and overhead forthwith upon receipt by the Lessee of appropriate accounts therefor .from the Lessor; provided , however, that in the event of failure on the part of the Lessee to repair such damage or injury and in the event of non-repair by the Lessor, the Lessee shall remain liable to the Lessor for the amount of such damage or injury to the extent the Lessee is liable therefor in law and payment of such amount shall be made by the Lessee to the Lessor forthwith upon receipt by the Lessee of appropriate accounts therefor from the Lessor.

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INSURANCE

27. (1) The Lessee shall place and at all times, maintain during the currency of this Lease, public liability and property damage insurance in the amount of not less than Two Million Dollars ($2,000,000 .00) against any claims for personal injury, death or loss or damage to property arising out of any act or the operations of the Lessee under this Lease, or of the acts or omissions of the Lessee or any of its agents, employees or servants; and such insurance shall be with a company or companies acceptable to the Lessor and all policies for such insurance shall be in a form satisfactory to the Lessor.

(2) The Lessee shall furnish the Lessor with a certified copy of all risks legal liability insurance and the comprehensive liability insurance policy or policies together with an Undertaking from the insurance company that such insurance will not be cancelled or reduced in coverage without thirty (30) days prior written notice by prepaid registered post addressed to the Lessor at the Office of the Assistant City Manager, Engineering & Community Services, 200 Brady Street, PO Box 5000, Station "A", Sudbury ON P3A 5P3. Should the Lessor be of the opinion that the insurance taken out by the Lessee is inadequate in any respect for any reason whatsoever, it shall forthwith advise the Lessee of its reasons therefor and the Lessee shall forthwith take out additional insurance satisfactory to the Lessor.

(3) The Lessee shall not do or omit to do or suffer anything to be done or omitted to be done on the said demised premises which will in any way impair or invalidate such policy or policies.

(4) The taking out of any insurance hereunder shall not relieve the Lessee of any of its obligations under this Lease.

(5) The Lessee shall place and shall at all times maintain during the currency of this Lease, insurance against fire with respect to any improvements, buildings, or structures constructed, brought or placed upon the said demised premises by the Lessee during the term of this Lease, and any renewals hereof and all policies for such insurance shall be in an amount and in a form satisfactory to the Lessor.

FINANCIAL STATEMENTS

28. (1) During the currency of this Lease, the Lessee shall cause to be kept records of gross revenue and expenses, such records to be kept according to accepted accounting principles. The Lessee shall submit a revenue statement in a form satisfactory to the Lessor with each monthly payment and the revenue statement shall be signed by a responsible officer of the Lessee.

(2) The Lessee shall maintain within the geographical boundaries of the Regional Municipality of Sudbury, proper books and records pertaining to the Lessee's operations hereunder. The books and records of the Lessee shall be available for audit and inspection and for taking extracts therefrom at all times during business hours by accredited officers of the Lessor. The cost of any audit performed pursuant to this Sub-Clause shall be borne by the Lessor provided that should the results of such audit reveal a discrepancy of more than five per cent (5%) between the gross revenues reported in accordance with Sub-Clause 28(1) herein and the gross revenues as determined by such audits, then the full cost of such audit shall be borne by the Lessee. The cost of the audit shall be determined by the Lessor.

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(3) All cash sales to customers in the said demised premises shall be recorded immediately on the cash register at the time of the sale. All cash registers and devices used in recording sales to customers shall have a detail tape for a permanent recording of each sales transaction. The date of each sale and the amount of each item sold , as well as the totalling of the total sale to each customer, shall be recorded on this detail tape. All transactions recorded on these devices shall be visibly displayed so that the amount recorded can be viewed by customers from a reasonable distance. No register or device in which cash sales are recorded and deposited may be opened without recording the date and time of such opening. Cash register or device drawers must be kept closed at all times except when sales are made. Cash registers must have sufficient keys for proper breakdown and segregation of transactions and must meet all accepted standards of accounting systems and cash control.

AUDIT

29. Within three (3) months of the end of each fiscal year of the Lessee and with in three (3) months of the termination ·ot this Lease, the Lessee shall submit to the Lessor, audited financial statements including a balance sheet and profit and loss statement for the previous months of the Lessee's operations hereunder in each fiscal year and such additional accounting schedules which the Lessor may request, including a statement reconciling the statements of gross revenues submitted each mo"nth with the gross revenue reported in the audited statement, all to be in the form determined by the Lessor. The audited financial statements referred to herein shall contain a statement from a licensed public accountant stating his or her opinion, without qualification , as to the fairness of the financial statement.

INDEMNITY

30. The Lessee shall at all times, indemnify and save harmless the Lessor and any of its officers, servants, employees or agents from and against all claims and demands, loss, costs , damages, actions, suits or other proceedings by whomsoever made, brought or prosecuted, in any manner based upon , occasioned by or attributable to the execution of these Presents, or any action taken or things done or maintained by virtue hereof, or the exercise in any manner of rights arising hereunder, except claims for damage resulting from the negligence of any officer or servant of the Lessor while acting within the scope of his or her duties or employment.

CLAIM

31 . The Lessee shall not have any claim or demand against the Lessor and any of its officers, servants, employees or agents for detriment, damage or injury of any nature whatsoever or howsoever caused to any person or property, unless such damage or injury is due to the negligence of the Lessor and any of its officers, servants, employees or agents while acting within the scope of his or her duties or employment.

CONFLICT OF INTEREST

32. (1) No member of Council or employee of the Lessor has any pecuniary interest, direct or indirect in this Lease Agreement.

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ACTS OF GOD

33. Notwithstanding anything in this Lease contained , in the event the said demised premises at any time or from time to time become untenantable by reason or in consequent of fire, flood, lightning, tempest , explosion, earthquake, Acts of God or the Queen's enemies, or any cause beyond the Lessor's or the Lessee's control, this Lease may thereupon by written notice from the Lessor signed by or on behalf of the Lessor be declared at an end .

BANKRUPTCY

34 . Notwithstanding anything in this Lease contained , ifthe Lessee becomes bankrupt or insolvent or has a receiving order made against it or makes an assignment for the benefit of the Lessee's creditors. or, if an order is made or resolution passed for the winding up of the Lessee or if the Lessee takes the benefit of any statute for the time being in force relating to bankruptcy or insolvent debtors, then, the Lessor shall be entitled in addition to whatever rights are provided in the relevant legislation, to terminate this Lease as provided herein and to take whatever steps as are provided in such event

DEFAULT

35. (1) It is expressly agreed that:

(a) if the Lessee shall be in default in the payment of rent or amounts collectable hereunder as rent, whether lawfully demanded or not, and such default shall continue for a period of fifteen (15) days after the rent has become due and payable, or

(b) if the Lessee shall be in default of any of its covenants or agreements hereunder (other than its covenant to pay rent or amounts collectable hereunder as rent) and such default shall continue for a period of thirty (30) days (or such longer period as may be reasonably necessary to cure such default considering the nature thereof) after notice by the Lessor to the Lessee specifying with reasonable particularity the nature of such default and requiring the same to be remedied; or

(c) if the default set out in the notice given to the Lessee by the Lessor pursuant to paragraph (b) reasonably requires more time to cure than the thirty (30) day period referred to in that paragraph and the Lessee has not commenced remedying or curing the same within the thirty (30) day period or; in the opinion of the Lessor fails to diligently complete the same within a reasonable time; or

(d) if the Lessee shall make an assignment for the benefit of cred itors, or shall make an assignment or have a receiving order made against it under the Bankruptcy Act, or becoming bankrupt or insolvent shall make application for relief under the provisions of any statute now or hereinafter in force concerning bankrupt or insolvent debtors, or any action whatsoever, legislative or otherwise shall be taken with a view to the winding up, dissolution or liquidation of the Lessee;

then the current month's rent together with the rent for the three months next ensuing shall immediately become due and payable and at the option of the Lessor the term hereby granted shall become forfeited and void, and the Lessor may without notice of any fonm of legal process whatsoever forthwith re-enter upon the leased premises or any part thereof in the name of the whole and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding.

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(2) Forfeiture of this Lease by the Lessor shall be wholly without prejudice to the right of the Lessor to recover arrears of rent or damages for any antecedent breach of covenant on the part of the Lessee and notwithstanding any such forfeiture the Lessor may subsequently recover from the Lessee damages for loss of rent suffered by reason of the Lease having been determined prior to the end of the term of the Lease as set out herein and this clause and the rights hereunder shall survive the termination of the Lease whether by act of the parties or by operation of Law.

RE-ENTRY

36. Notwithstanding anything in this Lease contained, if the rent above reserved or any part thereof, shall be in arrears or unpaid for thirty (30) days next after any of the days or times hereinbefor~,appointed for the payment thereof, whether or not the same shall have been in any manner demanded, or in case default, breach or non-observance be made or suffered by the Lessee at any time or times, in , or in respect of any of the covenants, provisos , cond itions and reservations herein contained , which on the part of the Lessee ought to be observed and performed, then, and in every such case , it shall be lawful for the Lessor, its servants, employees or agents to re-enter and thereafter to have, possess and enjoy the said demised premises; nevertheless, the Lessor may at its option, compel the Lessee to remove from the said demised premises, any improvements and any goods , chattels , materials, effects or things all at the risk of and cost and expense of the Lessee and no acceptance of rent subsequent to any breach or default, other than non-payment of rent, nor any condoning , excusing or overlooking by the Lessor on previous occasions of breaches or defaults similar to that for wh ich re-entry is made shall be taken to operate as a waiver of this condition nor in any way to defeat or affect the rights of the Lessor hereunder.

HEADINGS

37. Any note appearing as a heading in this Lease has been inserted for convenience and reference only and of itself, cannot define, limit or expand the scope or meaning of the present Lease or any of its provisions.

DISCLOSURE OF GROSS REVENUE INFORMATION

38 . It is understood and agreed that in the concluding year of this Lease and at any time after its termination, the Lessor may publish the annual total of the gross sales recorded by the Lessee in each year of th is Lease for the purpose of public proposal information.

EFFECT OF LEASE

39. This Lease and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns, as the case may be, of each of the parties hereto, subject to the granting of consent by the Lessor as provided herein to any assignment, transfer or Lease of these Presents, and where there is a male, female or corporate party, the provisions hereof shall be read with all grammatical change to gender and number required by the context and all covenants and obligations shall be deemed joint and several and the invalidity of any clause for any reason whatsoever shall not invalidate any other clause of these Presents.

DIFFERENCES

40. All matters of difference arising between the Lessor and the Lessee in any matter connected with or arising out of this Lease whether as to interpretation or otherwise, shall be determined by the Lessor but without prejudice to any recourse available under law.

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NOTICES

41. (1) Whenever in this Lease it is required or permitted that notice or demand be given or served by either party of this Lease to or on the other, such notice or demand will be in writing and will be validly given or sufficiently communicated if forwarded by registered mail, telegram or telex as follows:

To the Lessor:

To the Lessee:

City of Sudbury 200 Brady Street PO Box 5000, Station "A" Sudbury ON P3A 5P3

1211250 Ontario Inc., carrying on business as Zio's Tuck Shop 9 Elm Street East Sudbury ON P3C 1 S9

(2) Such addresses may be changed from time to time by either party giving notice as above provided.

(3) If any question arises as to whether any notice was or was not communicated by one party to the other, it shall be deemed to have been effectively communicated or given on the day received or on the fifth day after it was mailed or sent (except in the case of postal interruption), whichever is the earlier. ·

BRIBE

42. That the Lessee hereby confirms that it has not, nor has any person on its behalf, given, promised or offered to any official or employee of the Lessor for or with a view to obtaining of the contract by the Lessee any bribe, gift or other inducement and that it has not, nor has any person on its behalf, employed any person to solicit or secure the contract upon any agreement for a commission, percentage, brokerage or contingent fee .

ENTIRE AGREEMENT

43. This Lease shall be deemed to constitute the entire agreement between the Less.or and the Lessee hereto with respect to the subject matter hereof and shall supersede all previous negotiations, representations and documents in relation hereto made by any party to this Lease.

AMERICAN CURRENCY

44. (1) The Lessee shall accept U.S. currency in payment for goods or services hereunder at such rates of exchange as may be approved by the Lessor from time to time. The exchange rate granted will not vary by more than two (2) percentage points from the rate set by the Royal Bank of Canada.

(2) The Lessee shall inform the public of the exchange rate granted by displaying signs indicating the exchange rate in a prominent location within the said demised premises.

OPERATION OF VENDING MACHINE

45. The Lessee shall not operate coin vending machines within the said demised premises or elsewhere in the said 'building without the prior written consent of the Lessor.

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EXCLUSIVITY

46 . (1) The demised premises shall be used for the purpose of operating a tuck shop only and no other activity shall be conducted therein without the prior written consent of the Lessor.

(2) No portion of the terminal building other than the demised premises shall be used for the purposes of operating a tuck shop except with the prior written consent of the Lessee.

(3) Despite sub-paragraphs (1) and (2), nothing herein shall prohibit the Lessor from operating or permitting the operation of a beverage/food concession in the Transit Centre at which may be sold individual portion items including, but not limited to coffees, teas, cold drinks, including soft drinks, soups, salads, sandwiches, hotdogs, ice cream & yogurt, fruit slush, donuts , bagels, pastries, cakes, pies, snack foods & candies.

DELIVERIES

4 7. The Lessor agrees to permit deliveries to and pick-ups from the demised premises by motor vehicles at a location and according to a schedule approved by the Lessor.

OPEN HOURS

48. The Lessee agrees to open the demised premises for the dispersing of food and non-alcoholic beverages each day at a time agreed to between the Lessee and the l-essor.

DEPOSIT

49. The Lessee has as of the date of this Lease Agreement deposited with the Lessor the sum of One Thousand Dollars ($1 ,000.00) as security for the full and faithful performance by the Lessee of all the terms, covenants, and conditions of this Lease Agreement. The security deposit of the Lessee shall be retained by the City until the termination of the Lease. If all accounts are current and there is no damage by reason of impairment, injury or destruction ofthe demised premises, the security deposit will be returned to the Lessee or credited to its account. If the account of the Lessee is in arrears at any time during the Lease the security deposit may be applied to the amount owing without prejudice to any and all remedies which the City has by law. In the event of an assignment or sub-lease of this Lease, the Lessor shall have the right to transfer the security for the benefit of the assignee or new Sub-Lessee and the Lessor shall be considered released by the Lessee who agrees to look solely to the assignee or the new Sub-Lessee for the return of the security.

WORKERS' COMPENSATION

50. The Lessee shall upon the execution of this Lease submit to the Lessor a Certificate of Good Standing from the Workers' Compensation Board of Ontario.

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USE OF PREMISES

51 . (1) Neither the Lessee nor any of his employees, seJVants or agents shall bring onto the demised premises nor do, nor omit, nor permit to be done or omitted upon or about the demised premises or the common areas of the Transit Centre Building of which the demised premises forms a part any act if the rate of insurance to the Lessor shall be increased by reason of the use made of the demised premises or by reason of anything done or omitted or permitted to be done by the Lessee or his employees, seJVants or agents.

(2) If any policy of insurance upon the demised premises or the contents shall be cancelled or refused to be renewed or granted by an insurer by reason of the use or occupation of the demised premises by the Lessee or any of his employees, seJVants, or agents the Lessee shall immediately remedy or rectify such use or occupation.

LESSOR'S LIABILITY

52. The Lessee hereby agrees that the Lessor shall not be liable for any negligence or failure in safeguarding any property of the Lessee or for any damage or loss to any property of the Lessee, its employees, agents, seJVants, contractors, sub-contractors, guests, or invitees by reason of theft, fire , water, power failure, snow, ice, or bursting pipes and the Lessee hereby assumes complete responsibility for all its property, including any property of its employees, agents, seJVants, contractors, sub-contractors, guests, or invitees which may at any time be located in or on the demised premises or the common areas of which the demised premises form a part and the Lessee will not hold the Lessor able for the theft, injury to or loss of such property due to any cause whatsoever.

WAIVER

53. No condoning, excusing , overlooking or delay in acting upon any default, breach or non-obseJVance by the Lessee at any time or times by the Lessor in respect of any covenant, proviso, or condition shall operate as a waiver of the Lessor's rights under this Lease Agreement in respect of any such or continuing subsequent default, breach or non-obseJVance and no waiver shall be inferred from or implied by anything done or omitted to be done by the Lessor except an express waiver in writing .

QUIET ENJOYMENT

54. The Lessor covenants with the Lessee for quiet enjoyment.

PARKING

55 . The City will not provide parking for Lessee and Lessee employees. There will be no parking of vehicles on Transit Centre property.

FORCE MAJEURE

56. Whenever and to the extent that the Lessor shall be unable to fulfill or shall be delayed or restricted in fulfilling any obligation hereunder by any cause beyond its control , the Lessor shall be relieved from the fulfilment of such obligation during the period during which it shall be so unable to fulfill or shall be so delayed or restricted in fulfill ing such obligation. ·

REGISTRATION

57. The Lessee shall not register this Lease Agreement or any notice thereof.

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SEVERABILITY

58. · If any clause or clauses or part or parts of clauses in this Lease Agreement shall be found to be illegal by a Court of competent jurisdiction, such clause or clauses shall be severable and the remaining provisions shall remain in full force and effect and shall be binding upon the parties hereto as though the said clause or clauses or part or parts of clauses had never been included.

TERMINATION OF LEASE

59 . This Lease may be terminated at any time by the Lessor, if the said demised premises or any portion thereof sho'uld be required at any time during the currency of this Lease, for any purpose, as determined by the Lessor by giving to the Lessee One Hundred and Twenty (120) days notice in writing signed by or on behalf of the Lessor, and thereupon after expiration of such period of notification , these Presents shall be determined and ended; and the Lessee shall thereupon and also in the event of the determination of this Lease in any other manner, except re-entry under Clause No. 36 hereof, forthwith remove from the said demised premises and the said building and installations except and subject as in this Lease otherwise specifically provided, all equipment, articles, materials, effects or things at any time brought or placed thereon or therein by the Lessee, and shall also to the satisfaction of the Lessor repair all and every damage and injury occasioned to the demised premises of the Lessor by reason of such removal or in the performance thereof, but the Lessee shall not, by reason of any action taken or things performed or required under this Clause, be entitled to any compensation whatever; Provided that, unless required by the Lessor, no goods , chattels , materials, effects or things shall be removed from the premises of the Lessor until all rent due or to become due under this Lease is fully paid.

INTERPRETATION

60. Wherever in these Presents reference is made to "person" or "persons" such expression shall be construed to include individuals, firms, syndicates , companies, corporations and trustees all where the context may require, the singular shall include the plural and the masculine shall include the feminine and neuter.

DEFINITION OF GROSS REVENUE

61 . "Gross Revenue" shall mean the gross revenue derived by the Lessee from its operations under this Lease as follows:

All revenue obtained by the Lessee from any source whatsoever, whether through the sale of goods and services arising out of its occupancy, or any other reason due to its operation under this Lease, but in the event that the Lessee sub-contracts the operation of any food and beverage service then gross revenue will mean the total gross receipts derived by the Lessee and any Lessees from that facility; and shall include but not be limited 'to sales and services where the orders thereof originate and are accepted by the Lessee or any Lessees at the said leased premises but delivery or performance thereof is made from or at any other place. Similarly, gross revenue shall include but not be limited to, sales and services where orders therefor originate and are accepted byt)le Lessee or any Lessees at other than the said leased premises but delivery or performance thereof is made from or at the said leased premises. Gross revenue shall not include, however, all sales and goods and services taxes at . the retailer level, the amount of which is determined by the amount of sales made and which is required to be cojlected and accounted for to any competent governmental authority.

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Gross Revenue shall also include profits from the exchange of foreign currency accepted in payment for goods or services, profits being defined as follows:

"The value, in Canadian dollars at the time of exchange to Canadian funds , of foreign currency received in payment for goods or services within the monthly accounting period minus the selling price, in Canadian dollars, at the time of the sale."

A loss on exchange of foreign currency may NOT be deducted from gross revenue.

PERCENTAGE OF GROSS REVENUE

62. (1) The Lessee shall remit to the Lessor, in accordance with the provisions hereof the percentage of all gross revenue derived by the Lessee from its operations hereunder, whether such revenue is actually paid or due and payable only, and notwithstanding any loss sustained by the Lessee with respect to such gross revenue as a result of theft, defalcation or from any other cause whatsoever.

(2) Subject to Clause 2 hereof, in all cases where the charges derived from the operations of the Lessee hereunder are not collected by the Lessee at the time such charges are incurred, all such charges shall be accounted for by the Lessee as revenue for purposes of determining the percentage payable to the Lessor in the month that services are provided, whether or not payment thereof has been received by the Lessee.

SALE OF ALCOHOLIC BEVERAGES

63. That the Lessee will not sell spirits, wine, beer and other alcoholic beverages in the leased premises.

PRICE LIST

64. Prior to the commencement of th is Lease, the Lessee shall submit to the Lessor a schedule of merchandising prices to be in effect on the commencement date of this Lease for prior approval by the Lessor.

SERVICE TO DISABLED PERSONS

65. The Lessee covenants that the demised premises shall at all times accommodate the needs of disabled customers and without restriction the foregoing, covenants that:

(1) the layout of the demised premises shall permit wheelchair access to, and passage through all such area·s open to the public , including checkout areas;

(2) a representative variety of goods offered for sale by the Lessee shall be within reach of disabled persons, and

· (3) other requirements of disabled customers, as identified by the Lessor from time to time, shall be met.

The Lessee agrees that if a breach of this covenant occurs , the Lessor may terminate this Lease in accordance with the provisions herein.

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66. The Lessee hereby covenants and agrees with the Lessor in the manner following, namely:

(1) to ensure all work is conducted in conformity with the Occupational Health and Safety Act and its Regulations, as amended from time to time, and all other pertinent by-laws, statutes and regulations .

(2) all times to :

(a) pay or cause to be paid any assessment or compensation required to be paid pursuant to the Workers' Compensation Act and, upon failure to do so, the Lessor may pay such assessment or compensation to the Compensation Board and shall deduct or collect such expenses from the Lessee.

(b) submit a statement to the Lessor verifying that all compensation and assessments payable to the Compensation Board have been paid . Payments due by the Lessee may be withheld by the Lessor until such statement is submitted.

SCHEDULES

The Schedules hereto attached form a part of this Lease.

IN WITNESS WHEREOF the parties have hereunto affixed their corporate seals under the hands of their duly authorized Officers in that behalf as of the day and year first above written.

Seal

THE CORPORATION OF THE CITY OF SUDBURY

-~r~ Per: I, L...,._ [•C :)~:~y

MAYOR

Per: -~CLERK

1211250 ONTARIO INC., carrying on business as ZIO'S TUCK SHOP

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SCHEDULE "B"

1) The Lessor, during the term of this Lease Agreement, shall furnish sufficient light, heat and electrical power for the purposes of the Lessee; the Lessor shall provide and maintain lighting systems and electrical power outlets.

2) The Lessor shall provide and maintain standard lighting systems and electrical · power outlets in accordance with Ontario Hydro standards issued from time to

time rated up to 1500 watts capacity.

That electrical energy for general lighting purposes and electrical equipment rated up to 1500 watt capacity will be supplied by the Lessor at the Lessor's cost in the leased premises. It is expressly understood and agreed that the Lessee shall pay for all electrical energy for electrical equipment in the said leased premises rated in excess of 1500 watts at a flat rate up to and including 1 OKW as may be determined by the Lessor, and at a metered rate as determined by the Lessor from time to time for electrical equipment rated in excess of 10 KW. The Lessee may, with the prior approval of the Lessor and all at the Lessee's own expense , install supplementary lighting and additional circuits as the Lessee may deem necessary for the carrying on of the business operated by the Lessee in the leased premises. If such circuits shall form an integral part of the building lighting and electrical power systems all as determined by the Lessor, the Lessor will maintain such circuits at the Lessor's cost, otherwise the Lessee shall be responsible.

3) The Lessor shall provide normal space heat in the leased premises.

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