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THIS LEASE made this 22nd day of October, 1998.
B E T W E E N:
ASTRIS INC. and ASTRIS ENERGI INC., 2394 Dunwin Drive, Mississauga, Ontario L5L 1J9 ("Lessor")
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ENERGY VENTURES INC. (CANADA), having its principal place of business at 43 Fairmeadow Avenue,
Toronto, Ontario M2P 1W8.
The parties hereto agree as follows:
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, all machinery, equipment, jigs, fixtures,
materials, work-in-process, furniture and other property physically located on the date hereof at the above
address of the Lessor (which machinery, equipment, jigs, fixtures, materials, work-in-process, furniture and other
property has not changed substantially for at least 90 days), including without limitation the machinery, equipment
and other property set out in the schedule made a part hereof. All such machinery, equipment and other property
described in all said schedule is hereinafter collectively called "Equipment".
The term of this lease respecting each item of Equipment commences upon the date hereof and ends on the date
10 years from the date hereof.
3. RENT AND PURCHASE OPTION
(a) The aggregate rent for the Equipment (exclusive of the Goods and Services Tax) shall be equal to $45,000.00
(U.S.) per year, being $450,000.00 (U.S.) in the aggregate, prepayable in full by way of the issuance of an
aggregate of 200,000 common shares of Energy Ventures Inc. to the Lessor. The Lessor acknowledges that the
trading of such shares by it is subject to applicable securities laws.
(b) In the event of the bankruptcy, insolvency or appointment of a receiver of any assets of the Lessor or any
affiliate of the Lessor or in the event of the completion of the term of this lease, whichever comes first, the Lessee
shall have the right to purchase the Equipment at any time thereafter on payment to the Lessor of $1.00.
(c) The Lessee shall pay to the Lessor or remit to the appropriate taxa