Exhibit J Right Of First Refusal (Page 2 of 4) in pdf

(b)

whether or not the Grantor has had a bona fide arms-length offer to

purchase the Property or proposes to sell the Property to any particular

person or persons and, if so, provide a copy of such offer and the

information with respect to such person specified in Section 1.07.

1.02

NOTICE OF OFFER

The Notice shall be deemed to constitute an offer by the Grantor to sell the

Property to the Grantee at the price and upon the terms stipulated in the Notice, which offer shall

not be withdrawn by the Grantor until after the expiration of the 10 business days referred to in

Section 1.03, unless prior thereto, such offer is rejected by the Grantee in writing.

1.03

EXERCISE

The Grantee shall have the right, at the Grantee's option, for a period of 10

business days after the receipt of the Notice by the Grantee in which to notify the Grantor in

writing that the Grantee wishes to purchase the Property at the price and upon the terms as are

contained in the Notice and deliver to the Grantee a certified cheque or cash in the amount of the

deposit to be paid, if any, as set forth in the Notice. Upon receipt of such written notice by the

Grantee, a binding contract of purchase and sale for the Property shall be deemed to be formed

between the Grantor and the Grantee, which contract shall be completed in the manner provided

in Section 1.04 and in accordance with the terms set forth in the Notice.

1.04

COMPLETION OF SALE

If the Grantor elects to purchase the Property as provided in Section 1.03, then the

transfer of the Property and the closing of the contract or contract of purchase and sale shall take

place within 30 days after the exercise of the election to purchase the Property or at the time

provided for closing in the Notice, whichever date is later. At such closing, the Purchase Price

shall be paid in accordance with the terms and provisions of the Notice and the necessary

instruments of transfer and all other requisite documents shall be duly executed and delivered.

1.05

PERMITTED TRANSFERS

If the Grantor has not received an election to purchase the Property so offered for

sale from the Grantee within the period of time and in the manner specified in Section 1.03, then

the Grantor shall be entitled, within a period of 180 days after the last date upon which the

Grantee could have elected, to sell the Property to a person making a bona fide arms-length offer

therefor. If, however, a sale to a person making a bona fide arms-length offer therefor is not

completed within the said period of 180 days, then any subsequent offer or sale to any person

may be made only if all the requirements of this Agreement are again complied with and this

Agreement shall survive and continue in full force and effect and the Grantor shall become once

again bound by its provisions.

Exhibit J Right Of First Refusal Page 2