**Exhibit 10.3**

 

| Form: 07L  Release: 2.3  www.lands.nsw.gov.au |   | **LEASE**

** **

**New South Wales  Real Property Act 1900** |   | Leave  this space clear. Affix additional  pages to the top left-hand corner. |
|-----------------------------------------------|--------|--------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|

 

**PRIVACY NOTE: Section 31B of the Real PropertyAct 1900 (RP Act) authorises the Registrar General to collect the informationrequired****by this form for the establishment andmaintenance of the Real Property Act Register. Section 96B RP Act requiresthat the Register is made available to any person for search upon payment of afee, if any.**

 
|   |   | **STAMP DUTY**             |   | Office of State  Revenue use only                                                                                                                                 |
|--------|--------|----------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | ** **                 |   |                                                                                                                                                              |
| (A)    |   | **FOLIO  OF THE REGISTER** |   | Property leased

FOLIO IDENTIFIER  A/161650 and B/161650 including factory known as 244 Young Street, Waterloo,  NSW 2017 together with 38 on-site parking spaces |
|   |   | ** **                 |   |                                                                                                                                                              |
| (B)    |   | **LODGED  BY**             |   | DocumentCollectionBox                                                                                                                                             | Name, Address or  DX, Telephone, and LLPN if any  Reference: | **CODE    L** |
|   |   | ** **                 |   |                                                                                                                                                              |
| (C)    |   | **LESSOR**                 |   | CHARVIC PTY LTD  (ACN 003 181 093)                                                                                                                                |
|   |   | ** **                 |   | The lessor leases to the lessee the property  referred to above.                                                                                                  |
|   |   | ** **                 |   |                                                                                                                                                              |
| (D)    |   | ** **                 |   | Encumbrances (if applicable):                                                                                                                                     |
|   |   | ** **                 |   |                                                                                                                                                              |
| (E)    |   | **LESSEE**                 |   | OPTIUM AUSTRALIA PTY LIMITED (ACN 098 184  582)                                                                                                                   |
| (F)    |   | ** **                 |   | **TENANCY:**                                                                                                                                                      |

 

(G)   1.     **TERM**       Three (3) years

 

        2.     **COMMENCING DATE**       7 December 2007

 

        3.     **TERMINATING DATE**       6December 2010

 

        4.     Withan **OPTION TO RENEW** for a period of three (3) yearsset out in clause 17 of Annexure “A”

 

        5.     Withan**OPTION TO PURCHASE** set out in clause N.A. of N. A.

 

        6.     Togetherwith and reserving the **RIGHTS** set outin clause N. A. of

 

        7.     Incorporatesthe provisions or additional material set out in **ANNEXURE(S)**“A” hereto.

 

        8.     Incorporatesthe provisions set out in N.A. in the Department of Lands, Land and PropertyInformation Division as No. N.A.

 

        9.     The**RENT** is set out in item No. 1 of the Reference Schedule

 
| ALL  HANDWRITING MUST BE IN BLOCK CAPITALS. | DEPARTMENT OF LANDS                    |
|---------------------------------------------|----------------------------------------|
| 0709                                        | LAND AND PROPERTY INFORMATION DIVISION |

 

1

----

 
|   |   | **DATE**                                                                                                                                                                                                                                         |   | ** **                                              |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|
|   |   | ** **                                                                                                                                                                                                                                       |   | ** **                                              |
| (H)    |   | Certified  correct for the purposes of the Real Property Act 1900   and executed on behalf of the corporation named below by the   authorised person(s) whose signature(s) appear(s) below   pursuant to the authority specified. |
|   |   | Corporation:                                                                                                                                                                                                                                     |   | ** **                                              |
|   |   | Authority:                                                                                                                                                                                                                                       |   | ** **                                              |
|   |   | ** **                                                                                                                                                                                                                                       |   | SEE ANNEX “A”                                 |
|   |   | Signature of  authorised person:                                                                                                                                                                                                                 |   | Signature of  authorised person:                        |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Name of  authorised person:                                                                                                                                                                                                                      |   | Name of  authorised person:                             |
|   |   | Office held:                                                                                                                                                                                                                                     |   | Office held:                                            |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Certified  correct for the purposes of the Real Property Act 1900   and executed on behalf of the corporation named below by the   authorised person(s) whose signature(s) appear(s) below   pursuant to the authority specified. |
|   |   | Corporation:                                                                                                                                                                                                                                     |   | ** **                                              |
|   |   | Authority:                                                                                                                                                                                                                                       |   | ** **                                              |
|   |   | ** **                                                                                                                                                                                                                                       |   | SEE ANNEX “A”                                 |
|   |   | Signature of  authorised person:                                                                                                                                                                                                                 |   | Signature of  authorised person:                        |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Name of  authorised person:                                                                                                                                                                                                                      |   | Name of  authorised person:                             |
|   |   | Office held:                                                                                                                                                                                                                                     |   | Office held:                                            |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
| (I)    |   | **STATUTORY  DECLARATION ***                                                                                                                                                                                                                     |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | I                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | solemnly and  sincerely declare that—                                                                                                                                                                                                       |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | 1.  The time for the exercise of option  to       in expired lease  No.       has ended; and                                                                          |
|   |   |                                                                                                                                                                                                                                             |
|   |   | 2.  The lessee under that lease has not  exercised the option.                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | I make this  solemn declaration conscientiously believing the same to be true and by  virtue of the provisions of the Oaths Act 1900 and I certify this application  correct for the purposes of the Real Property Act 1900.                     |
|   |   |                                                                                                                                                                                                                                             |
|   |   | Made and  subscribed at                                                                                                                                                                                                                          |   | in the State of  New South Wales                        |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | on                                                                                                                                                                                                                                               |   | in the presence  of—                               |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Signature of  witness:                                                                                                                                                                                                                           |   | Signature of  lessor:                                   |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Full name of  witness:                                                                                                                                                                                                                           |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Address of  witness:                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   |                                                                                                                                                                                                                                             |   |                                                    |
|   |   | Qualification of  witness:                                                                                                                                                                                                                       |   | *[tick  one]*                                           |
|   |   |                                                                                                                                                                                                                                             |   | o   Justice of the Peace                 |
|   |   |                                                                                                                                                                                                                                             |   | o   Practising Solicitor                 |
|   |   |                                                                                                                                                                                                                                             |   | o   Other qualified  witness *[specify]* |
|        |        |                                                                                                                                                                                                                                                  |        |                                                         |  |  |  |  |

----

*  As theDepartment of Lands may not be able to provide the services of a justice of thepeace or other qualified witness, the statutory declaration should be signedand witnessed prior to lodgment of the form at Land and Property InformationDivision.

 

2

----

 

 

**THIS IS ANNEXURE “A” TO THE LEASE BETWEEN CHARVIC PTY LTD AS LESSOR AND OPTIUM AUSTRALIA PTY LIMITED AS LESSEE OF PROPERTY KNOWN AS 244 YOUNG STREET, WATERLOO NSW 2017**

 

**INDEX**

 
| **REFERENCE  SCHEDULE ** | **7**                                            |
|-------------------------------|--------------------------------------------------|
|                          |
| **1.**                        | **DEFINITIONS &  INTERPRETATION ** | **8** |
|                          |                                             |   |
| 1.1.                          | Definition                                  | 8 |
|                          |                                             |   |
| 1.2                           | Interpretation                              | 10 |
|                          |                                             |   |
| 1.3                           | Exclusion of Implied  Covenants and Powers  | 11 |
|                          |                                             |   |
| **2.**                        | **RENT  AND OUTGOINGS **                    | **11** |
|                          |                                             |   |
| 2.1                           | Rent Payment                                     | 11 |
|                          |                                             |   |
| 2.2.                          | Rent Review                                      | 11 |
|                          |                                             |   |
| 2.3                           | Lessor’s Estimate of  Outgoings             | 13 |
|                          |                                             |   |
| 2.4                           | Outgoings Payment  and Adjustments               | 13 |
|                          |                                             |   |
| 2.5.                          | GST                                         | 14 |
|                          |                                             |   |
| **3.**                        | **TERMINATION  OR ABATEMENT ON DAMAGE **    | **15** |
|                          |                                             |   |
| 3.1                      | Lessor’s Notice to  Rebuild or Terminate    | 15 |
|                          |                                             |   |
| 3.2                           | Lessee’s Notice to  Terminate               | 16 |
|                          |                                             |   |
| 3.3                           | Termination  following Failure to Rebuild   | 16 |
|                          |                                             |   |
| 3.4                 | Continued Operation  during Rebuilding           | 16 |
|                          |                                             |   |
| 3.5                           | Abatement of  Rent                          | 16 |
|                          |                                             |   |
| 3.6                           | No Requirement to  Rebuild                  | 16 |
|                          |                                             |   |
| 3.7                           | Disputes                                    | 16 |
|                          |                                             |   |
| **4.**                        | **RESUMPTION**                                   | **17** |
|                          |                                             |   |
| 4.1                           | Resumption                                  | 17 |
|                          |                                             |   |
| **5.**                        | **USE  OF PREMISES **                       | **17** |
|                          |                                             |   |
| 5.1                           | Permitted Use                               | 17 |
|                          |                                             |   |
| 5.2                           | No Noxious Use                              | 17 |
|                          |                                             |   |
| 5.3                           | Use of  Appurtenances                       | 17 |
|                          |                                             |   |
| 5.4                           | Drains and  Wastes                          | 17 |
|                          |                                             |   |
| 5.5                           | Holing of Walls                             | 18 |
|                          |                                             |   |
| 5.6                           | Cleaning                                    | 18 |
|                               |                                                  |  |  |

 

3

----

 
| 5.7        | Overloading of Floors                   | 18       |
|------------|----------------------------------------------|----------|
|       |                                         |     |
| 5.8        | Installation of  Machinery              | 18       |
|       |                                         |     |
| 5.9        | Overloading of  Electrical Equipment    | 18       |
|       |                                         |     |
| 5.10       | Inflammable  Substances                 | 18       |
|       |                                         |     |
| 5.11       | Animals                                 | 18       |
|       |                                         |     |
| 5.12       | Special  Services                       | 18       |
|       |                                         |     |
| 5.13       | Fittings and  Fixtures                  | 19       |
|       |                                         |     |
| 5.14       | Glass and Signs                         | 19       |
|       |                                         |     |
| 5.15       | Doors, Locks and  Windows               | 19       |
|       |                                         |     |
| 5.16       | Bulbs, Tubes and  Illuminated Signs     | 19       |
|       |                                         |     |
| 5.17       | Painting of the  Building               | 19       |
|       |                                         |     |
| 5.18       | Requirements of  Public Authorities     | 19       |
|       |                                         |     |
| 5.19       | Pest Control                            | 19       |
|       |                                         |     |
| 5.20       | Infectious  Illness                     | 20       |
|       |                                         |     |
| 5.21       | Notice of  Defects                      | 20       |
|       |                                         |     |
| 5.22       | Exterior Signs                          | 20       |
|       |                                         |     |
| 5.23       | Auctions                                | 20       |
|       |                                         |     |
| 5.24  | Lessee Not to Cause  Rent Reductions         | 20       |
|       |                                         |     |
| 5.25       | Car Parking Areas  and Gardens          | 20       |
|       |                                         |     |
| **6.**     | **LESSEE’S  WORKS **               | **21**   |
|       |                                         |     |
| **6.1**    | **Lessee’s  Works **               | **21**   |
|       |                                         |     |
| 6.2        | Lessor’s  Approval                 | 21       |
|       |                                         |     |
| 6.3        | Conditions                              | 21       |
|       |                                         |     |
| 6.4        | Permits                                 | 21       |
|       |                                         |     |
| 6.5        | Lessor’s Property on  Termination  | 21       |
|       |                                         |     |
| **7.**     | **ASSIGNMENT **                         | **21**   |
|       |                                         |     |
| 7.1        | Restrictions on  Assignments                 |  21 |
|       |                                         |     |
| **8.**     | **MAINTENANCE,  REPAIR, ALTERATIONS, ETC**   | **22**   |
|       |                                         |     |
| 8.1        | Repair of  Building                     | 22       |
|       |                                         |     |
| 8.2        | Specific Repairs                        | 23       |
|       |                                         |     |
| 8.3        | Alterations                             | 23       |
|       |                                         |     |
| 8.4        | Partitioning                                 |  23 |
|       |                                         |     |
| 8.5        | Lessor  May Enter the Premises     | 24       |
|       |                                         |     |
| 8.6        | Lessor  May Carry out Repairs      | 25       |
|       |                                         |     |
| 8.7        | Lessor’s  Reservations             | 25       |
|       |                                         |     |
| 8.8        | Notice to Lessee                        | 25       |

 

4

----

 
| 8.9        | Liens on Premises                                                                  | 25     |
|------------|-----------------------------------------------------------------------------------------|--------|
|       |                                                                                    |   |
| 8.10       | Environmental  Law                                                                 | 25     |
|       |                                                                                    |   |
| **9.**     | **AIR  CONDITIONING AND FIRE EQUIPMENT **                                          | **26** |
|       |                                                                                    |   |
| 9.1        | Repair and Use                                                                     | 26     |
|       |                                                                                    |   |
| 9.2        | No Interference with  Equipment                                                    | 27     |
|       |                                                                                    |   |
| 9.3        | Access to  Contractors                                                             | 27     |
|       |                                                                                    |   |
| **10.**    | **ELECTRICITY  AND OTHER SERVICES **                                               | **27** |
|       |                                                                                    |   |
| 10.1       | Lessee to  Arrange                                                                 | 27     |
|       |                                                                                    |   |
| 10.2       | Lessee to Pay  Charges                                                             | 27     |
|       |                                                                                    |   |
| 10.3       | Supply Failure                                                                     | 27     |
|       |                                                                                    |   |
| **11.**    | **INSURANCE **                                                                     | **27** |
|       |                                                                                    |   |
| 11.1       | Lessee to Effect  Insurance                                                        | 27     |
|       |                                                                                    |   |
| 11.2       | General Insurance  Provisions                                                      | 27     |
|       |                                                                                    |   |
| 11.3       | Heating and  Energy                                                                | 28     |
|       |                                                                                    |   |
| 11.4       | Insurance not to be  Avoided                                                       | 28     |
|       |                                                                                    |   |
| 11.5       | Fire  Regulations                                                                  | 28     |
|       |                                                                                    |   |
| 11.6       | Payment of  Additional Premiums                                                    | 28     |
|       |                                                                                    |   |
| 11.7       | Lessor as  Attorney                                                                | 28     |
|       |                                                                                    |   |
| **12.**    | **INDEMNITIES **                                                                   | **28** |
|       |                                                                                    |   |
| **13.**    | **COVENANTS  BY THE LESSOR (QUIET ENJOYMENT, REMOVAL OF LESSEE’S FIXTURES) ** | **29** |
|       |                                                                                    |   |
| 13.1       | Quiet Enjoyment                                                                    | 29     |
|       |                                                                                    |   |
| 13.2       | Removal of Lessee’s  Fixtures                                                 | 30     |
|       |                                                                                    |   |
| 13.3       | Maintenance of  Building and Services                                              | 30     |
|       |                                                                                    |   |
| **14.**    | **DEFAULT  AND TERMINATION **                                                      | **30** |
|       |                                                                                    |   |
| 14.1       | Events of  Default                                                                 | 30     |
|       |                                                                                    |   |
| 14.2       | Lessor may pay in  Default                                                         | 31     |
|       |                                                                                    |   |
| 14.3       | Interest on overdue  Moneys                                                        | 31     |
|       |                                                                                    |   |
| 14.4       | Yielding up                                                                        | 31     |
|       |                                                                                    |   |
| 14.5       | Removal of Lessee’s  Fixtures                                                 | 32     |
|       |                                                                                    |   |
| 14.6  | Lessee’s Fixtures  Not Removed                                                     | 32     |
|       |                                                                                    |   |
| **15.**    | **BREACH  OF ESSENTIAL TERM**                                                           | **32** |
|       |                                                                                    |   |
| 15.1       | Essential Terms                                                                    | 32     |
|       |                                                                                    |   |
| 15.2       | Compensation for  Breach                                                           | 33     |
|       |                                                                                    |   |
| 15.3       | Acknowledgement by Lessee                                                          | 33     |

 

5

----

 
| 15.4       | Lessee’s Right to  Damages          | 33     |
|------------|-----------------------------------------------|--------|
|       |                                          |   |
| 15.5       | Lessor to Mitigate  Loss                 | 33     |
|       |                                          |   |
| 15.6       | Calculation of  Damages                  | 34     |
|       |                                          |   |
| **16.**    | **APPOINTMENT  OF ATTORNEY **            | **34** |
|       |                                          |   |
| 16.1       | Attorney                                 | 34     |
|       |                                          |   |
| **17.**    | **OPTION  FOR RENEWAL **                 | **34** |
|       |                                          |   |
| 17.1       | Grant of Option                          | 34     |
|       |                                          |   |
| 17.2  | Total Lease Term                              | 35     |
|       |                                          |   |
| 17.3       | Rent Payable during  Renewed Lease Term  | 35     |
|       |                                          |   |
| **18.**    | **HOLDING  OVER**                             | **35** |
|       |                                          |   |
| 18.1       | Lessee remaining in  possession          | 35     |
|       |                                          |   |
| 18.2       | Rent Payable during  Renewed Lease Term  | 35     |
|       |                                          |   |
| 18.3       | Increase in  Rent                        | 35     |
|       |                                          |   |
| **19.**    | **GENERAL **                             | **35** |
|       |                                          |   |
| 19.1       | Waiver of  Breach                        | 35     |
|       |                                          |   |
| 19.2       | Notices                                  | 36     |
|       |                                          |   |
| 19.3       | Stamp Duty and  Costs                    | 36     |
|       |                                          |   |
| 19.4       | For Sale/Lease  Signs                    | 36     |
|       |                                          |   |
| 19.5       | No Partnership                           | 36     |
|       |                                          |   |
| 19.6       | Lessor’s  Covenant                  | 37     |
|       |                                          |   |
| 19.7       | Whole Agreement                          | 37     |
|       |                                          |   |
| 19.8       | No Liability for  Provision of Services  | 37     |
|       |                                          |   |
| 19.9       | Lessee occupies at  Sole Risk            | 37     |
|       |                                          |   |
| 19.10      | No Moratorium                            | 37     |
|       |                                          |   |
| 19.11      | Additional Liability  of Lessee          | 37     |
|       |                                          |   |
| **20.**    | **BANK  GUARANTEE**                           | **38** |
|       |                                          |   |
| 20.1       | Provision of  Guarantee                       | 38     |
|       |                                          |   |
| 20.2       | Increase in Deposit                           | 38     |
|       |                                          |   |
| 20.3       | Appropriation of  Deposit                     | 38     |
|       |                                          |   |
| 20.4       | Assignment of  Deposit                        | 39     |
|       |                                          |   |
| **21.**    | **MAKE  GOOD ON TERMINATION**                 | **39** |
|       |                                          |   |
| **22.**    | **LEASE  SUBJECT TO DEVELOPMENT CONSENT**     | **40** |
|       |                                          |   |
| **23.**    | **REMOVAL OF  RACKING**                       | **40** |

 

6

----

 

 

**REFERENCE SCHEDULE**

 
| **ITEM  1.**   | ** ** | **BASE  RENT:**                                                                                                                                                 |
|----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |       |                                                                                                                                                            |
|           |       | $426,580 per annum  plus GST payable in advance by instalments of $35,548.34 plus GST on the  first day of each calendar month commencing on 1 April 2008. |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  2.**   | ** ** | **PERCENTAGE  OF ANNUAL OUTGOINGS:**                                                                                                                            |
|           |       |                                                                                                                                                            |
|           |       | 100% of Outgoings.                                                                                                                                              |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  3(a)** | ** ** | **MARKET  REVIEW DATES:**                                                                                                                                       |
|           |       |                                                                                                                                                            |
|           |       | Upon exercise of the  Option.                                                                                                                                   |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  3(b)** | ** ** | **PERCENTAGE  INCREASE REVIEW DATES:**                                                                                                                          |
|           |       |                                                                                                                                                            |
|           |       | Annually on the  anniversary of the Commencement Date                                                                                                           |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  4.**   | ** ** | **PERMITTED  USE:**                                                                                                                                             |
|           |       |                                                                                                                                                            |
|           |       | Commercial Offices,  research rooms, warehouse, clean room and manufacturing of optical  components.                                                            |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  5.**   | ** ** | **OPTION  FOR RENEWAL:**                                                                                                                                        |
|           |       |                                                                                                                                                            |
|           |       | Three (3) years  commencing 1 December 2010.                                                                                                          |
|           |       |                                                                                                                                                            |
|           |       |                                                                                                                                                            |
| **ITEM  6.**   | ** ** | **BANK  GUARANTEE:**                                                                                                                                            |
|           |       |                                                                                                                                                            |
|           |       | Six (6) months’  gross rent plus GST, initially being $293,173,20.                                                                                    |

 

 

7

----

 

**1.             DEFINITIONS &INTERPRETATION**

** **

**1.1.         Definition**

 

(a)                                  **“Air Conditioning Equipment”**includes allcompressors, condensers, chiller sets, pumps, pipework, switchboards, wiring,thermostats, controls, cooling towers, air production and reticulation ofchilled water and conditioned air in the Building.

 

(b)                                 **“Appurtenances”**includes all water closets,lavatories, grease traps, water apparatus, wash basins, bathrooms, gas fittings,electrical fittings and apparatus, and other services contained in or about theBuilding as the context requires.

 

(c)           **“Authorisation”**means:

 

(i)                                     any consent, authorisation, registration,agreement, relevant certificate, permission, licence, approval, authority orexemption from, by or with an Authority; or

 

(ii)                                  any entitlement arising from theincapacity of a relevant Authority to prohibit or restrict anything in whole orin part because of the expiry of time within which it could legally interveneto do so.

 

(d)                                 **“Authority”**includes any public,governmental, semi-governmental, city, municipal, health, licensing or anyother authority having jurisdiction or authority in respect of the Premises orthe use of the Premises or the Permitted Use.

 

(e)                                  **“Building”**means the building erected uponthe Land and all substitutions, alterations or modifications to the buildingand includes the Land upon which such Building is erected.

 

(f)            “**Claim**”includes all actions, claims, demands, notices, losses, damages, compensation,costs and expenses.

 

(g)           **“CommencingDate”**means the date described on the front page of this Leasefor the commencement of the Term.

 

(h)                                 **“Environmental Law”**means a law, ordinance,regulation or the like which relates to an aspect of the environment or health.

 

(i)                                     **“Fire Equipment”**includes all stop-cocks,hydrants, alarms, fire sprinkler systems or other fire detection and preventionequipment in the Building.

 

(j)            “**Land**”means the land described in the Certificate of Title referred to on the front page ofthis Lease.

 

(k)                                  **“Lessee”**means and includes the Lessee,its successors and permitted assigns and where not repugnant to the context theinvitees, contractors, servants, employees and agents of the Lessee.

 

(l)            **“MarketReview Date”**means the dates nominated in ***Item 3(a) ***of theReference Schedule.

 

 

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(m)          **“Outgoings”**means the following in respect of the Premises:

 

(i)                                     all rates (including council and waterrates), and taxes (including land tax) on a single holding basis, andimpositions payable to any Authority in relation to the Land, the Building andthe Premises;

 

(ii)                                  all rates and charges payable to anyAuthority in relation to any of the supply of water, sewerage and the removalof waste and other garbage from the Premises;

 

(iii)          allcharges for gas, electricity, telephone and public utilities servicing thePremises;

** **

**PROVIDED THAT**payments to be made under this clauseshall be adjusted for any assessment year or period which is broken by theCommencing Date or Terminating Date of this Lease or as held over but otherwiseshall be payable for the whole period of the assessment and the Lessor shallrefund to the Lessee the proper proportion of the said payments should thisLease during the period of the assessment expire or be determined not throughthe default or breach of the Lessee.

 

(n)           **“PercentageIncrease Review Date”**means the dates nominated in ***Item 3(b) ***of theReference Schedule.

 

(o)           **“PermittedUse”**means the use outlined in ***Item 4***of the Reference Schedule.

 

(p)                                 **“Premises”**means the premises described onthe front page of this Lease together with any modifications, extensionsand alterations thereto from time to time and including the Lessor’s fixturesand fittings in the Building and includes all leasehold improvements made bythe Lessee, including the Airconditioning Equipment replaced by the Lessee, thekitchen and bathrooms constructed by the Lessee with the Lessor’s consent.

 

(q)           **“ReferenceSchedule”**means the reference schedule at the front of this Lease.

 

(r)                                    **“Rent”**means the rent specified inItem 1 of the Reference Schedule as reviewed on the Review Dates in accordancewith ***Clause 2.2*.**

 

(s)           **“ReviewDates”**means the dates (if any) specified in ***Item 3*** of theReference Schedule.

 

(t)                                    **“Services”**means all services or systemsof any nature from time to time provided to the Building and/or to the Land oravailable for use and includes the provision of any lighting, gas, fuel, power,water, sewerage, drainage, loading docks, plant rooms, storage areas, the FireEquipment, the Air Conditioning Equipment and the fittings, fixtures,appliances, plant and equipment utilised for any of these Services and anyservices or systems from time to time utilised for access to the Building.

 

(u)                                 **“Term”**means the term demised to theLessee by this Lease and includes any holding over period with the consent ofthe Lessor.

 

(v)           **“TerminatingDate”**means the date specified on the front page of this Lease

 

 

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as the dateupon which the Term of the Lease terminates.

** **

**1.2          Interpretation**

 

(a)           **Severability**

 

If any term, covenant or condition of the Leaseor the application thereof to any person or circumstance shall be or becomeinvalid or unenforceable, the remaining terms, covenants and conditions shallnot be affected thereby and each term, covenant and condition of the Leaseshall be valid and enforceable to the fullest extent permitted by law.

 

(b)           **Bodiesand Associations**

 

References to any Authority, association,society, club or body shall in the event of any such entities ceasing to existor being reconstituted, renamed or replaced or the powers or functions of anyof them being transferred to any other entity refer respectively to the entityestablished or constituted in lieu thereof or succeeding to the similar powersor functions.

 

(c)           **ImpliedCovenants**

 

The covenants implied by law (statutory orotherwise) are not negatived but shall be deemed to have been modified (whereso permitted) to the extent of any inconsistency with the provisions of theLease.

 

(d)           **Pluralsand Genders**

 

The singular shall include the plural and viceversa and words importing one gender shall include every gender.

 

(e)           **ContraProferentum**

 

In the interpretation of this Lease, no rules ofconstruction shall apply to the disadvantage of one party on the basis thatthat party put forward the Lease or any part thereof.

 

(f)            **Headings**

 

Headings have been inserted for guidance onlyand do not form any part of the context of this Lease.

 

 

(g)           **Statutes**

 

Reference to a statute or ordinance includes allregulations under and amendments to that statute or ordinance whether bysubsequent statute or otherwise and a statute or ordinance passed insubstitution for the statute or ordinance referred to or incorporating any ofits provisions.

 

(h)           **Persons**

 

A reference to person includes references tofirms, a body corporate, an association or an Authority and includes areference to the person’s executors, administrators, successors and permitted assigns.

 

 

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(i)            **Lessee’s Agents**

 

If this Lease prohibits the Lessee from doing athing then the Lessee must do everything necessary to ensure that the Lessee’ssub-lessees, invitees, contractors, servants, employees and agents do not dothat thing and the Lessee may not allow or cause any person to do that thing.If this Lease requires the Lessee to do a thing then the Lessee must doeverything necessary to ensure that the Lessee’s sub-lessees, invitees, contractors,servants, employees and agents also do that thing.

** **

**1.3          Exclusion of Implied Covenants andPowers**

 

The covenants and powers implied in every leaseby virtue of Sections 84 and 85 of the Conveyancing Act 1919 (as amended) shallnot apply to or be implied in this Lease except insofar as the same or part orparts thereof are included in the covenants hereinafter contained.

** **

**2.             RENT AND OUTGOINGS**

 

**2.1          Rent Payment**

 

(a)                                  TheLessee shall during the Term pay to the Lessor without demand from the Lessor andwithout any deduction or set off the Rent in advance by regular and consecutivemonthly payments each equal to one-twelfth (1/12) of the Rent on the first dayof each month during the Term (except the first and last payments which ifnecessary will be proportionate) with the first payment being payable on thedate specified in ***Item 1***of the Reference Schedule.

 

(b)                                 TheRent will be reviewed at each Review Date to an amount calculated in accordancewith ***Clause 2.2.***

 

(c)                                  Theacceptance from time to time and at any time by the Lessor of the Rent at afigure applicable to any period prior to the relevant Review Date will notrelieve the Lessee from the liability to pay on demand the balance due in termsof ***Clause 2.2.***

 

(d)                                 If arent free period or rental incentive or payment of fitout expenses **(“Incentive”)**has been provided by theLessor to the Lessee during this lease, and if this lease is terminated as aconsequence of the Lessee’s default then the Incentive will no longer apply andRent will become due and payable for that proportion of the Incentive period atthe Rent rate set out in ***Item1*** of the Reference Schedule as relates to the period from thedate of termination due to the Lessee’s default to the Terminating Date of theLease.

 

**2.2.         Rent Review**

 

(a)                                  **Market Rental Review**

 

(i)                                     **Ascertaining the Market Rent**

 

The Lessor at any time within a periodcommencing sixty (60) days prior to a Market Review Date and expiring not laterthan the Market Review Date immediately following the relevant Market ReviewDate will review the Rent to an amount which the Lessor considers would at the

 

 

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time of such review be the current market rentof the Premises as between a willing lessor and a willing lessee having regard tothe Premises offered, the provision of parking facilities (if any), the termsother than rental and all matters then relevant to the determination of suchrental but without in any way limiting the generality of the foregoing theLessee’s obligations (if any) to contribute to the Outgoings and subject to thefollowing provisions of this clause the amount so determined shall be the Rentpayable by the Lessee from the relevant Market Review Date **PROVIDED THAT**nothing in this clause shalloperate to reduce the Rent payable below the previous years’ annual Rent.

 

(ii)                                  **Dispute of Proposed Market Rent**

 

The Lessor shall notify the Lessee in writing ofthe Rent which the Lessor considers is the current market rent of the Premisesand the Lessee shall have thirty (30) days from the date of receipt of suchnotice from the Lessor within which the Lessee may notify the Lessor in writingas to whether it disputes the current market rent determined by the Lessor.Should the Lessee not so notify the Lessor that it disputes the Lessor’sassessment of the current market rent then the Lessee will be deemed to haveaccepted the Lessor’s assessment of the current market rent and the Lessor’sassessment of the current market rent shall be the Rent payable from therelevant Market Review Date.

 

(iii)                               **Determination by Valuer**

 

In the event that the Lessee disputes the Lessor’sassessment of the current market rent, such current market rent shall bedetermined by a valuer of the Australian Property Institute Inc -New SouthWales Division registered so to act with more than 10 years valuing experienceand at least 5 years valuing experience of property in a similar location andof a similar nature as that of the Premises, agreed upon by the Lessor and bythe Lessee and such appointment shall be made within twenty one (21) days ofreceipt of the notice by the Lessor from the Lessee that the Lessee disputesthe Lessor’s assessment of the current market rent. The valuer’s determinationmust be made within one month of his or her appointment.

 

(iv)                              **Valuer if no Agreement**

 

If the Lessor and the Lessee cannot agree on theappointment of a valuer in accordance with ***sub-clause 2.2(a)(iii) ***then a valuerappointed by the President of the Australian Property Institute Inc, New SouthWales Division registered so to act with more than ten (10) years valuingexperience and at least five (5) yearsvaluing experience of property in asimilar location and of a similar nature as that of the Premises, shall beappointed and shall be instructed to make a determination as to Rent (includinga statement as to how the determination was reached) within on month of hisappointment and his decision shall be final and binding on the Lessor andLessee.

 

 

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(v)                                 **Submissions to the Valuer**

 

The Lessor and the Lessee may make submissionsto the valuer appointed under this clause which the valuer may or may not takeinto consideration in making the determination, in the valuer’s absolutediscretion.

 

(vi)                              **Valuer as an expert**

 

Any valuer appointed in accordance with ***Clause 2.2(a) ***shallbe deemed to be acting as an expert and not as an arbitrator and accordinglythe provisions of the *Commercial ArbitrationAct, 1984*shall not apply.

 

(vii)                           **Costs**

 

All costs incurred in the determination of theRent pursuant to this clause shall be borne in equal shares by the Lessor andthe Lessee.

 

(viii)                        **Amount of Rent Payable Until Determination**

 

Until the current market rent is determined, theLessee must pay to the Lessor the previous year’s annual Rent increased by fourpercent (4%).

 

(b)                                 **Percentage Increase Rental Review**

 

On each Percentage Increase Review Date the Rentshall be increased to an amount per annum equal to the amount represented by Rin the formula:

 

R = A x 104100 

where:

 

R             meansthe Rent payable for the period following the Percentage Increase Review Date.

 

A             meansthe Rent payable for the period just ended at the relevant Percentage IncreaseReview Date.

** **

**2.3          Lessor’s Estimate of Outgoings**

 

The Lessor will on and from the commencementdate of the Term, furnish to the Lessee an estimate (the **“Estimate”**) giving reasonable details ofthe Outgoings which will payable by the Lessor for the following twelve (12)month period of the Lease and the Lessee will pay, within thirty (30) days ofthe receipt of such Estimate from the Lessor, the amount due on a monthlybasis, payable in advance as to one-twelfth (1/12) of the Estimate.

** **

**2.4          Outgoings Payment and Adjustments**

 

(a)                                  TheLessee shall pay during the Term the percentage specified in ***Item 2*** of

 

 

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the Reference Schedule of annual Outgoings.

 

(b)                                 Assoon as practicable after 30th day of June in each year, the Lessor willfurnish to the Lessee a statement (the **“Statement”)**giving reasonable details of the Outgoings paid by the Lessor forthe preceding twelve (12) month’s period. Except in the case of manifest errornotified by either party to the other within fourteen (14) days of the serviceof the Statement on the Lessee, the Statement shall be conclusive evidence ofthe mattersstated therein.

 

(c)                                  Withinone month after the Lessor gives the Lessee the Statement there is to be anadjustment between the amount of Outgoings actually paid by the Lessee and theamount actually reasonably and properly expended by the Lessor during theprevious year. 

 

(d)                                 TheLessor covenants with the Lessee that the Lessor will pay all such Outgoings tothe appropriate authorities. 

 

(e)                                  Notwithstandingthe foregoing the following provisions shall apply to any broken period being aperiod of less than one (1) complete year from the date of commencement ofthe Lease to the end of the current rating year or a period from thecommencement of a rating year to the date of termination of the Lease, namely: 

 

(i)                                     in respect of any broken period occurringat the commencement of the Lease the Lessee shall pay to the Lessor aproportionate part only of the amount of Outgoings to be reimbursed asaforesaid such proportion being the same proportion as the number of days fromthe date of commencement of the Lease to the end of the rating year bears tothree hundred and sixty five (365) days;

 

(ii)                                  in respect of any broken period occurringin the last year of the Term or of any extension thereof, the Lessee shall payto the Lessor a proportionate part only of the amount of the Outgoings to bereimbursed as aforesaid, such proportion being the same proportion as thenumber of days from the date of commencement of the rating year to the date oftermination of the Lease bears to three hundred and sixty five (365) days.

 

**2.5.**     **GST**         

 

(a)                                  **GST Definitions**

 

Forthe purpose of this lease: 

 

(i)                                     **“GST”**means GST within the meaning ofthe GST Act; 

 

(ii)                                  **“GST Act”**means the *A New Tax System (Goods and Services Tax) Act 1999*(asamended); 

 

(iii)                               Expressionsset out in italics in this clause bear the same meaning as those expressions inthe GST Act. 

 

 

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(b)                                 **Amounts otherwise payable do not include GST**

 

Except where express provision is made to thecontrary, and subject to this clause, the consideration payable by any partyunder this Lease represents the value of any taxable supply for which paymentis to be made.

 

(c)                                  **Liability to pay any GST**

 

If a party makes a taxable supply in connectionwith this Lease for a consideration, which, under ***Clause 2.5(b)*,**represents its value,then the party liable to pay for the taxable supply must also pay, at the sametime and in the same manner as the value is otherwise payable, the amount ofany GST payable in respect of the taxable supply.

 

(d)                                 **Penalties**

 

Where a party has paid, is liable to pay orshall become liable to pay any penalties or interest as a result of latepayment of GST where late payment is as a result of the failure of the other partyto comply with the terms of this clause, then the other party shall pay to theparty an additional amount on demand equal to the amount of those penalties andinterest for GST.

** **

**2.6.         Method of Payment**

 

All payments made under this Lease must be madeby a direct debit from the Lessee’s bank to the Lessor’s bank account unlessotherwise notified in writing by the Lessor to the Lessee from time to time.

** **

**3.             TERMINATION OR ABATEMENT ON DAMAGE**

 

**3.1          Lessor’s Notice to Rebuild orTerminate**

 

If the whole or any part of the Building shallbe destroyed or damaged by fire, flood, lightning, storm, tempest or otherdisabling cause without any neglect or default on the part of the Lessee so asto render the Building during the Term substantially unfit for the use andoccupation of the Lessee or so as to deprive the Lessee of substantial use ofthe same, then:

 

(a)                                  TheLessor shall have the option within thirty (30) days after such destruction ordamage by notice in writing to the Lessee either to terminate the Lease if itis impracticable or undesirable to restore or rebuild the Building, or torestore or rebuild the Building for a similar use and purpose whether or notthe Building is affected or not by such disabling cause, and shall within suchperiod give written notice of its intention to the Lessee.

 

(b)                                 Ifthe Lessor elects not to restore or rebuild the Premises and the Lessornotifies the Lessee of this, then either party may by notice in writing to theother terminate this Lease by giving not less than seven (7) days noticein writing to the other, in which case no compensation is payable by eitherparty in respect of that termination but such termination shall be withoutprejudice to the rights of either party in respect of any antecedent breach ornonobservance of any covenant, condition or provision of this Lease.

 

 

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**3.2****                              ****Lessee’s Notice toTerminate**

 

In the event that the Lessor does not exerciseits option within the thirty (30) day period, then the Lessee may by notice inwriting to the Lessor terminate the Lease. No liability shall attach to theLessor or to the Lessee by reason of a termination pursuant to this clause butsuch termination shall be without prejudice to the rights of either party inrespect of any antecedent breach or non-observance of any covenant, conditionor provision of this Lease.

 

**3.3****                              ****Termination followingFailure to Rebuild**

 

In the event that the Lessor elects to restoreand rebuild the Building and has not commenced and continued the rebuilding orrestoration within a reasonable time after the event of damage or destruction,and if the Lessee has given notice requesting such repair, then either partymay by notice in writing to the other terminate this Lease on giving not lessthan seven (7) days notice in writing to the other, in which case nocompensation is payable by either party in respect of that termination but suchtermination shall be without prejudice to the rights of either party in respectof any antecedent breach or non-observance of any covenant, condition orprovision of this Lease.

 

**3.4****                              ****Continued Operationduring Rebuilding**

 

The Lessee shall during any period ofrestoration or rebuilding of the Building or of any part of the Buildingcontinue the operation of its business in the Premises so far as it may bereasonably practicable for the Lessee to do so having regard to the nature andextent of the Lessee’s business and the nature and extent of the damagesustained.

 

**3.5****                              ****Abatement of Rent**

 

Upon the happening of any such damage ordestruction, the Rent and Outgoings (or a proportionate part according to theextent of damage sustained) for the period from the date of damage ordestruction and continuing for the period of reconstruction shall abate untilthe Premises shall have been reinstated or made fit for use and occupationprovided that Rent and Outgoings shall not abate if the destruction or damagewas caused or contributed to by the Lessee or any person claiming through orunder the Lessee and the damage is not covered by insurance of the Building;and if the damage is covered by the insurance of the Building, the Lessee shallbe liable for the amount, if any, by which the Rent and Outgoings are greaterthan the compensation provided under the policies of insurance;

 

**3.6****                              ****No Requirement toRebuild**

 

Nothing in this part imposes any liability uponthe Lessor to rebuild all or part of the Premises or the Building.

 

**3.7****                              ****Disputes**

 

In the event of any dispute arising out of thisClause, the same shall be referred to a valuer of the Australian PropertyInstitute Inc - New South Wales Division registered so to act with more than 10years valuing experience and at least 5 years valuing experience of property ina similar location and of a similar nature as that of the Premises, agreed uponby the Lessor and by the Lessee (but in the absence of any agreement by thePresident of that organisation, who must make a determination of the amount bywhich the Rent is to abate and the duration of the abatement. In

 

 

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making a determination, the valuer is deemed tobe acting as an expert and not an arbitrator and the costs will be borneequally by the parties and paid promptly.

 

**4.****                                     ****RESUMPTION**

 

**4.1****                              ****Resumption**

 

In the event of the whole or any part of thePremises being resumed or otherwise being permanently taken for public purposesby a competent Authority with the effect that the Lessee’s use of the Premisesis adversely affected in a material manner, then the Lessee may by notice inwriting to the Lessor terminate this Lease and on the giving of such a noticethis Lease shall be at an end. No liability shall attach to the Lessor or tothe Lessee by reason of a termination pursuant to this sub-clause but suchtermination shall be without prejudice to the rights of either party in respectof any antecedent breaching or non-observance of any covenants, conditions orprovision of this Lease and without prejudice to the right of the Lessee toclaim compensation from the resuming Authority arising from the resumption.

 

**5.****                                     ****USE OF PREMISES**

 

**5.1****                              ****Permitted Use**

 

The Lessee shall not without the prior writtenconsent of the Lessor, use the Premises for any purpose other than for thePermitted Use and will not use the Premises for any purpose or purposes whichare prohibited by the zoning of the Land or which are not approved by therelevant local government Authority or is prohibited by any statute, ordinance,proclamation, order or regulation, present or future.

** **

**5.2****                              ****No Noxious Use**

 

The Lessee will not permit any noxious, immoral,noisome, offensive or illegal act, trade, business, occupation or calling atany time during the Term to be exercised, carried on, permitted or suffered inthe Premises and the Lessee will not permit any act, matter or thing whatsoeverat any time during the Term to be done in the Premises which shall or may causeannoyance, nuisance, grievance, damage or disturbance to other persons andwithout limiting the generality of the foregoing, will not permit or suffer theescape of excessive pollution emissions of whatsoever nature in or from thePremises and will in this respect comply with all directions and requirementsof the Lessor, and any responsible Authority.

** **

**5.3****                              ****Use of Appurtenances**

 

The Lessee shall not use the Appurtenances forany purpose other than those for which they were constructed and shall notplace therein any sweepings, rubbish, rags or other deleterious substances.

** **

**5.4****                              ****Drains and Wastes**

 

The Lessee shall keep and maintain the wastepipes, drains and conduits originating in the Building and the Premises in aclean, clear and free flowing condition.

 

 

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**5.5****                              ****Holing of Walls**

 

The Lessee shall not cut, make holes in, mark,deface, drill or damage the Appurtenances, walls, ceilings or floors of theBuilding without the prior written consent of the Lessor, which consent shallnot be unreasonably withheld provided that the Lessee will reinstate any suchAppurtenances, walls ceilings or floors at the end of the Term to theircondition at the earlier of the Commencing Date or the date of first occupationof the Premises by the Lessee.

** **

**5.6****                              ****Cleaning**

 

The Lessee will during the Term at its own costcause the Premises to be cleaned by a contractor nominated by the Lessee in aproper and workmanlike manner to the reasonable satisfaction of the Lessor andfrom time to time will remove and take away from the Premises all refuse inaccordance with the requirements of the local council or other responsibleAuthority and of the Lessor.

** **

**5.7****                              ****Overloading of Floors**

 

The Lessee shall observe the maximum floorloading weights as determined by an engineer engaged by the Lessor and shallnot permit the floors of the Building to be broken, strained or damaged byoverloading.

** **

**5.8****                              ****Installation ofMachinery**

 

The Lessee will not bring into the Building anyheavy, noisy or vibrating machinery or other plant, fittings or equipment(including safes) without the prior written consent of the Lessor and in noevent shall the Lessee cause any structural or other damage to the floors orwalls or any other parts of the Building and the Lessor may direct the routing,installation and location of all such machinery, plant, fittings and equipmentand the Lessee shall observe and comply with all such directions.

** **

**5.9****                              ****Overloading ofElectrical Equipment**

 

The Lessee shall not install any electricalequipment in or about the Building that overloads the cables or boards orsub-boards through which electricity is conveyed to the Building.

** **

**5.10****                       ****Inflammable Substances**

 

The Lessee shall not bring upon or store in theBuilding any explosive or any inflammable or corrosive fluids or chemicals incontravention of the statutory provisions or of any Authority or of any policyof insurance relating to the Building.

** **

**5.11****                       ****Animals**

 

The Lessee shall not  keep any animals or birds in the Premises orthe Building.

** **

**5.12****                       ****Special Services**

 

The Lessee shall pay to the Lessor upon demandany unusual costs charges and expenses incurred by the Lessor at the request ofthe Lessee including those connected with any alterations, repairs ormaintenance to the Building or providing

 

 

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such additional or unusual services for theLessee.

** **

**5.13****                       ****Fittings and Fixtures**

 

The Lessee shall at its own expense fit out theBuilding with the machinery, fittings and fixtures necessary for the businessof the Lessee in a safe manner and will keep them in good repair and efficientworking order and condition and on the termination of the Lease, such fixturesnot removed by the Lessee under ***Clause 13.2***shall at the option of the Lessor, becomethe property of the Lessor.

 

**5.14****                       ****Glass and Signs**

 

The Lessee shall promptly and at its own costrepair or replace all broken, cracked or damaged glass and signs in or aboutthe Building.

** **

**5.15****                       ****Doors, Locks and Windows**

 

The Lessee shall at its own cost keep andmaintain the gates, shutters, doors, locks, windows and window fittings of theBuilding in good and efficient working order and condition and at thetermination of the Lease shall deliver to the Lessor all keys to the Premises.

** **

**5.16****                       ****Bulbs, Tubes andIlluminated Signs**

 

The Lessee shall at its own cost promptlyreplace all broken or faulty light bulbs, tubes and all associated fittings inor about the Building.

** **

**5.17****                       ****Painting of the Building**

 

The Lessee shall at its own cost before vacatingthe Premises paint in a proper and workmanlike manner those internal parts ofthe Building and outside doors and signage at the main entrance of the Buildingwhich have at any time previously been painted at least once in every period ofthree (3) years and in any event during the last year of the Term of theLease with not less than two (2) coats of first quality paint in theoriginal colours thereof or in such other colours as may be nominated inwriting by the Lessor and the Lessee shall produce receipts or such otherevidence of painting in accordance with this covenant as the Lessor mayreasonably require upon demand.

** **

**5.18****                       ****Requirements of PublicAuthorities**

 

The Lessee will insofar as it is possible forthe Lessee, promptly comply with all statutes, ordinances, proclamations,orders and regulations present or future affecting or relating to the Premisesor its use, and with all requirements notices or orders which may be given byany Authority, **PROVIDED THAT**thiscovenant shall not impose on the Lessee any obligation in respect of any structuralmaintenance replacement or repair except where rendered necessary by any act,neglect, default or omission on the part of the Lessee or by the Lessee’sparticular use or occupancy of the Premises.

** **

**5.19****                       ****Pest Control**

 

The Lessee will take all reasonable precautionsto keep the Premises free of rodents, vermin, insects, pests, termites, birdsand animals and in the event of failing so to do will if so required by theLessor but at the cost of the Lessee employ

 

 

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from time to time or periodically pestexterminators approved of by the Lessor (such approval not to be unreasonablywithheld).

** **

**5.20****                       ****Infectious Illness**

 

The Lessee will in the event of it becomingaware of any infectious illness occurring in the Premises promptly notify theLessor and the proper Authorities and at the expense of the Lessee willthoroughly fumigate and disinfect the Premises to the satisfaction of theLessor and relevant Authorities and otherwise comply with their lawful requirementsin regard to the same.

** **

**5.21****                       ****Notice of Defects**

 

Upon it becoming aware of the same, the Lesseewill give to the Lessor prompt notice in writing of any accident to or defector want of repair in any services to the Premises or to the Air Conditioning Equipment,the Fire Equipment, the Appurtenances or the lifts and escalators and of anycircumstances relative to the Building likely to be or to cause any danger,risk or hazard to the same or to any person.

** **

**5.22****                       ****Exterior Signs**

 

The Lessee will not without the prior approvalin writing of the Lessor (such approval not to be unreasonably withheld) erect,display, affix or exhibit on or to the exterior or interior of the Building orany part of the Premises any signs, lights, embellishments, advertisements, televisionor wireless antenna or mast, awning or canopy, names or notices visible fromoutside the Premises and shall make good all damage so caused and upon thetermination of the Lease shall remove all such signs, advertisements andembellishments and make good any damage caused to the Premises and theBuilding.

** **

**5.23****                       ****Auctions**

 

The Lessee shall not without the prior writtenconsent of the Lessor which consent may be withheld at the absolute discretionof the Lessor use the Premises for any auction bankrupt or fire sale.

** **

**5.24****                       ****Lessee Not to Cause RentReductions**

 

The Lessee will not without the written consentof the Lessor by any act, matter or deed or by any failure or omission impair,reduce or diminish directly or indirectly the Rent or impose or cause on theLessor any liability of the Lessee under or by virtue of this Lease even thoughentitled so to do whether by statute, ordinance, proclamation, order,regulation or moratorium (present or future) or otherwise.

** **

**5.25****                       ****Car Parking Areas andGardens**

 

The Lessee will keep and maintain in a clean andtidy condition the car parking areas and grounds and will keep mown all lawnsand keep all gardens weeded to ensure compliance with this clause.

 

 

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**6.****                                     ****LESSEE’S WORKS**

 

**6.1****                              ****Lessee’s Works**

 

The Lessor acknowledges that the Lessee intendsto install new airconditioning to both the ground floor and the first floor,and to modernise the kitchen and bathroom in the Building (the **“Lessee’s Works”**).

** **

**6.2****                              ****Lessor’s Approval**

 

The Lessee may not carry out the Lessee’s Worksto the Building without the Lessor’s prior written approval.  If the Lessor gives approval, it may imposereasonable conditions.  The Lessee mustcomply with these conditions.

** **

**6.3****                              ****Conditions**

 

In addition to any conditions that may beimposed by the Lessor, the Lessee must ensure that the Lessee’s Works aredone:-

 

(a)                                  by Contractors approved by the Lessor(which may not unreasonably withhold its approval);  and

 

(b)                                 in a proper and workmanlike manner;  and

 

(c)                                  in accordance with plans, specificationsand schedules of finishes required and approved by the Lessor (which may notunreasonably withhold its approval); and       

 

(d)                                 in accordance with all requirements ofany Authority and in accordance with the Environmental Law; and

 

(e)                                  in accordance with the Lessor’sreasonable requirements and directions.

 

**6.4****                              ****Permits**

 

The Lessee will provide the Lessor with a copyof all building permits or other consents issued by any Authority pursuant to ***Clause 6.3(c).***

** **

**6.5****                              ****Lessor’s Property onTermination**

 

The Lessee acknowledges that the Lessee’s Worksbecome the property of the Lessor upon termination of this Lease.

** **

**7.****                                     ****ASSIGNMENT**

 

**7.1****                              ****Restrictions on Assignments**

 

The Lessee will not during the continuance ofthis Lease assign, transfer, demise, sublet, part with or share the possessionof, or grant any licence affecting or mortgage, charge or otherwise encumber ordeal with the Lessee’s interest in the Premises or by any act or deed procureany of the foregoing other than as set out below:

 

(a)                                  any assignment, transfer or sublettingshall be deemed not to be a breach of this clause if prior thereto:

 

 

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(i)                                     the Lessee either has not committed anydefault under this Lease or has committed a default under this Lease which hasbeen waived or excused in writing or remedied;

 

(ii)                                  the Lessee has proved to the reasonablesatisfaction of the Lessor that the proposed assignee, transferee or sub-lessee(the **“Ingoing Lessee”)**is a respectableresponsible and solvent person of sound financial standing, and is capable ofcarrying on the Permitted Use on the Premises and, if required by law, hasobtained the prior written approval of the relevant Authorities to its proposeduse of the Premises;

 

(iii)                               the Ingoing Lessee has entered into acovenant with the Lessor in the form required by the Lessor that he will dulyperform and observe the covenants and agreements on the Lessee’s part containedin this Lease;

 

(iv)                              the Ingoing Lessee has furnished theLessor with such guarantee or guarantees of the performance of his obligationsunder this Lease as the Lessor reasonably requires;

 

(v)                                 in the case of an assignment the Lesseehas entered into a deed in the form required by the Lessor under which theLessee releases the Lessor from all Claims against the Lessor in respect of, orin any way arising from, this Lease;

 

(vi)                              the Lessee has paid all fees and expensesincurred by the Lessor in connection with the investigation of the proposedIngoing Lessee and all other expenses including legal fees relating to theproposed assignment, transfer or subletting; and

 

(vii)                           there will be no change of use of thePremises as a result of the assignment, transfer or subletting without theprior consent of the Lessor, which consent shall not be unreasonably withheldand subject also to the prior approval of any relevant authority.

 

(b)                                 For the purpose of this clause any changein the shareholding of the Lessee (if a company) altering the effective controlof the Lessee from that existing at the Commencing Date or (in the case of anassignee) from that existing at the date of the assignment of this Lease tothat Lessee shall be deemed an assignment of this Lease.

 

**8.****                                     ****MAINTENANCE, REPAIR, ALTERATIONS, ETC.**

 

**8.1****                              ****Repair of Building**

 

The Lessee shall at its own cost during thewhole of the Term and for so long as the Lessee may remain in possession oroccupation of the Premises when, where and so often as need be maintain,replace, repair and keep the whole of the Building and the Premises andAppurtenances and Fire Equipment in good and substantial repair, working orderand condition (having regard to their condition at the Commencing Date), damageby fair wear and tear, explosion, earthquake, aircraft, riot, civil commotion,fire, flood, lightning, storm, tempest and fair wear and tear, Act of God andwar damage and structural repairs where not rendered necessary by thenegligence acts or omissions of the Lessee or the particular use of thePremises

 

 

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only excepted provided that these exceptionsshall not apply if any insurance moneys are irrecoverable by the Lessor throughthe neglect, default or misconduct of the Lessee and persons claiming throughthe Lessee. The Lessee acknowledges that the Building was in good repair andcondition at the Commencing Date.

** **

**8.2****                              ****Specific Repairs**

 

The Lessee shall, without affecting thegenerality of ***Clause8.1,***at the Lessee’s expense:

 

(a)                                  paint the Building as required by ***Clause 5.17***and inaddition, at the expiration of the Term, paper or otherwise appropriately treatwith materials and to standards reasonably determined by the Lessor such partsof the Building which have or ought to have been so papered or treated;

 

(b)                                 keep the equipment of the Lesseemaintained, clean and in good order and repair and keep in good condition allfittings, plant, furnishings and equipment of the Lessee;

 

(c)                                  make good any breakage, defect or damageto the Building or the Premises, the Appurtenances, the Fire Equipment, theServices occasioned by want of care, misuse or abuse on the part of the Lesseeand persons claiming through the Lessee or otherwise occasioned by any breachor default by the Lessee of this Lease;

 

(d)                                 keep the standard carpets and floor coverings and blinds and curtains (ifany) in the Building as are supplied by the Lessor in good and tenantablerepair and condition, fair wear and tear excepted.

 

**8.3****                              ****Alterations**

 

The Lessee shall not without the previousconsent in writing of the Lessor make any alterations additions or otherimprovements to the Building or its Appurtenances (including the holing ofwalls and redecoration or painting) unless it has obtained the necessarypermissions or consents of the relevant Authorities and delivered copies ofthese and copies of all the relevant plans and specifications to the Lessor andthe Lessor has notified the Lessee in writing that it has no objection to suchalterations additions or improvements being carried out provided that:

 

(a)                                  all alterations, additions or otherimprovements carried out under this clause will be at the cost and expense ofthe Lessee and in a proper and workmanlike manner; and

 

(b)                                 at the request of the Lessor the Lesseeshall immediately prior to or upon the expiry or other termination of the Termat the Lessee’s own cost and expense restore the Premises to their conditionexisting prior to the carrying out of the said alterations, additions or otherimprovements.

 

**8.4****                              ****Partitioning**

 

(a)                                  The Lessee shall use internal partitionswithin the Building only of such standard as to type, quality, colour and sizeas the Lessor shall decide and which shall be installed in the Building by abuilder approved of by the Lessor under the supervision of an architectapproved by the Lessor and

 

 

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the Lessee covenants not to make any additionsor alterations to the partitions except according to the said standards andsupervision and with the prior approval in writing of the Lessor all suchapprovals not to be unreasonably withheld.

 

(b)                                 The cost of internal partitions and theirinstallation within the Building including all doors, vents, glass and otheritems included in or incidental to the same and the cost of all additionallights and power outlets and switches and telephone outlets and alterationsand/or additions to the Air Conditioning Equipment and/or Fire Equipment whichmay be required by law and/or by reason of the position of any such partitionsor the particular requirements of the Lessee together with all architect’s andother consultant’s fees incurred in connection with the same shall be borne bythe Lessee.

 

(c)                                  Such partitions shall be and remain theproperty of the Lessee who shall be responsible for all maintenance and insurancethereof and if so required by the Lessor such partitions shall be removed bythe Lessee from all parts of the Building vacated by the Lessee at or prior tothe expiration of the Lease and in default thereof the Lessor may at theexpense of the Lessee remove and dispose of the same provided that any suchpartitions not so removed by the Lessee by that date shall become the propertyof the Lessor and all damage done to the Building by reason of such removalshall be made good by the Lessee and if the Lessee fails so to do the Lessormay make good all such damage at the expense of the Lessee.

 

**8.5****                              ****Lessor May Enterthe Premises**

 

(a)                                  The Lessor shall have the right foritself and all those authorised by it upon reasonable notice (except in case ofemergency when no notice shall be required) and at all reasonable times to:

 

(i)                                     enter upon and view the state of repairof the Premises and leave in the Building a notice in writing requiring theLessee to carry out any repairs or maintenance which are the responsibility ofthe Lessee under the Lease and the Lessee shall forthwith repair any defects inaccordance with the terms of the Lease;

 

(ii)                                  carry out any works or make any repairs,alterations or additions to, and to enter upon all or any part of the Premises,and to use the same for the purpose of effecting or carrying out any repairs,alterations or additions or other work which the Lessor may consider necessaryor desirable to any part of the Building from time to time; and

 

(iii)                               enter the Premises with workmen andothers and all necessary materials and appliances for the purpose of complyingwith the terms of any present or future legislation affecting the Premises orthe Building or of any notice by any Authority having jurisdiction or authorityover or in respect of the Premises or the Building in respect of thedestruction of insects, rodents or other pests or for the carrying out of anyrepairs, alterations or works (including the provision of air conditioning,sprinklers, lighting, power, telephone and other services to the Lessee andother lessees of the Building for which purpose the Lessor may from time totime require access to the

 

 

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service ducts, walls, floors and ceilings andthe Premises) and also for the purpose of exercising the rights and powers ofthe Lessor in this Lease.

 

(b)                                 In exercising its rights under thisclause, the Lessor shall ensure that as little disturbance as is reasonablypracticable is caused to the Lessee in its use of the Premises.

** **

**8.6****                              ****Lessor May Carryout Repairs**

 

In default of the Lessee repairing any defectaccording to reasonable notice including such notice unde*r **Clause 5.21***and***Sub-clause 8.5(a) ***theLessor may enter the Premises and execute at all reasonable times all or any ofthe required repairs as the Lessor may think fit, and in addition to the Lessor’sother remedies, recover from the Lessee the cost of such repairs as the Lesseeought to have effected, including all sums paid on account of any insurance,indemnities or compensation under the *Worker’sCompensation Act.*

** **

**8.7****                              ****Lessor’s Reservations**

 

The Lessor reserves the right upon givingreasonable notice to the Lessee, to effect alterations, additions, renovationsand refurbishment works to the Building both externally and internally and toany and all services in the Premises and in doing so (but without in any waylimiting the generality of the foregoing) may encroach upon parking areas,employ or use the airspace above any part of the Building, interrupt the Servicesto the Premises and alter the vehicular or pedestrian access or ways to orwithin the Building and the Lessee will provide access to the Premises for thispurpose and not make any objection or Claim in respect of any such works **PROVIDED ALWAYS**that the Lessor shall carryout such works in such a manner as will minimise so far as it may bepracticable any inconvenience or interruption to the business of the Lessee.

** **

**8.8****                              ****Notice to Lessee**

 

The Lessor must give at least two (2) monthsprior written notice to the Lessee of any alterations or refurbishment of theBuilding or the Premises which is likely to adversely affect the business ofthe Lessee unless the alteration or refurbishment is necessitated by anemergency.

** **

**8.9****                              ****Liens on Premises**

 

The Lessee shall pay or cause to be paid allcosts of any work done by the Lessee or caused to be done by the Lessee on thePremises, and the Lessee will keep the Premises clear of all liens on accountof work done for the Lessee or persons claiming under the Lessee. The Lesseeagrees to and shall indemnify, defend and keep the Lessor free and harmlessagainst any Claim, costs (including solicitor’s costs) and all other expensesin the absence of any negligence on the part of the Lessor, on account ofClaims of lien of labourers or material for any work performed or materials orsupplies furnished for the Lessee or persons claiming under the Lessee.

** **

**8.10****                       ****Environmental Law**

 

The Lessee shall:

 

 

 

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(a)                                  subjectto any pollution and any environmental hazard or contamination existing priorto the earlier of the date of first occupation by the Lessee and the CommencingDate, maintain the Premises free from pollution and any environmental hazard orcontamination;

 

(b)                                 maintainprocedures which, in the opinion of the Lessor are adequate to monitor itscompliance with Environmental Law and Authorisations;

 

(c)                                  wherethe Lessor reasonably suspects that the Lessee is not complying with ***Sub-clause 8.10(b) ***aboveor with any Environmental Law or Authorisation:

 

(i)                                     provideor do everything necessary to facilitate a site assessment of the proceduresunder ***Sub-clause 8.10(b) ***above,and compliance with any Environmental Law or Authorisation by a consultantapproved by the Lessor; and

 

                (ii)                                  maintain theconfidentiality of those assessments;

 

(d)                                 permitthe Lessor or any person authorised by the Lessor, to enter on the Premises atall reasonable times, on not less than one day’s notice (except in the case ofemergency), to carry out environmental assessments; and

 

(e)                                  remedyany non-compliance with an Environmental Law or Authorisation revealed by anysite assessment, environmental assessment or procedure carried out or requiredunder this clause.

 

The Lessor must remedy at its cost any pollutionor environmental hazard or contamination existing prior to the earlier of thedate of first occupation by the Lessee and the Commencing Date.

 

**9.****                                     ****AIR CONDITIONING AND FIRE EQUIPMENT**

 

**9.1****                              ****Repair and Use**

 

Where any Air Conditioning Equipment or FireEquipment are provided or installed in the Building by the Lessor:

 

(a)                                  theLessee shall use reasonable endeavours to keep and maintain the AirConditioning Equipment and fire hydrants in good working order and reasonablyavailable for its use whilst the Lessor will maintain the sprinkler system inthe Building provided that if the Lessee shall install partitions or make otheramendments to the layout of the floors in the Building, the Lessee isresponsible for any costs of relocating sprinklers to ensure compliance withthe requirements of any Authority;

 

(b)                                 theLessee will at all times comply with and observe the reasonable requirements ofthe Lessor in relation to the Air Conditioning Equipment and Fire Equipment andwill not do anything in relation to the same or otherwise in relation to theuse or ventilation of the Building which might interfere with or impair theefficient operation of the Air Conditioning Equipment and Fire Equipment;

 

(c)                                  TheLessee must arrange for the servicing of the Air Conditioning Equipment at itsown expense commencing on the Commencement Date.

 

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**9.2          No Interference with Equipment**

 

The Lesseeshall not interfere with the Air Conditioning Equipment or the Fire Equipment.

 

**9.3          Access to Contractors**

 

                                                The Lessee shall at all times permit anyauthorised persons access to the Premises to inspect, service, maintain andrepair the Air Conditioning Equipment, Fire Equipment, lifts.

 

**10.          ELECTRICITY AND OTHER SERVICES**

 

**10.1        Lessee to Arrange**

 

                                                The Lessee will make its own arrangementsfor the supply of electricity to and the installation of telephone, computer,telecommunications and like services in the Building.

 

**10.2        Lessee to Pay Charges**

 

                                                The Lessee will duly and punctually payall charges for electricity, telephone, gas, excess water or water separatelymetered and supplied to the Premises provided that if the Lessee makes defaultin the payment of any such charges or accounts, then the Lessor may at its optionpay the same and recover any amounts so paid as if the same were overdue Rent.

 

**10.3        Supply Failure**

 

                                                Subject to the Lessor using reasonableendeavours to keep such services operating and available to the Premises, theLessor will not be under any liability for any Claim sustained by the Lessee orany other person at any time as a result of or arising in any way out of thefailure of the electricity, telecommunications or water supply or any otherservices or facilities including the Appurtenances, enjoyed by the Lessee inconjunction with the Premises.

 

**11.          INSURANCE**

 

**11.1        Lessee to Effect Insurance**

 

The Lesseewill:-

 

(a)                                  atits own expense, effect and keep current at all times during the Term publicrisk insurance relating to the Premises in the amount of twenty million dollars($20,000,000) or for such greater amount from time to time as the Lessor mayreasonably require;

 

(b)                                 at its own expense,insure and keep insured for its full insurable value all glass in or about theBuilding against breakage.

 

**11.2****                       ****General InsuranceProvisions**

 

All insurances referred to in ***Clause 11.1***above areto be effected with the Lessor’s interest noted on the policy with an insurerreasonably approved by the Lessor in writing and the Lessee shall punctuallypay all premiums and duty necessary and

 

 

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wheneverrequired will produce to the Lessor the policies of insurance and the receiptfor the last premium.

 

**11.3        Heating and Energy**

 

The Lessee will not use any method of heating orlighting or supply of any other form of energy in or about the Building incontravention of any policy of insurance in respect of the Premises.

 

**11.4        Insurance not to be Avoided**

 

The Lessee will not at any time during the Termdo, permit or omit to do any act, matter or thing upon the Premises or thebringing or keeping of anything in the Building which may render any insurancepolicy relating to the Premises against damage by fire and other risks void orvoidable or cause the rate of premium on any such insurance premiums to beliable to be increased.

 

**11.5        Fire Regulations**

 

The Lessee will at all times and at its own costcomply with all regulations or requirements of any Authority and the properrequirements of any interested insurer in respect of sprinklers and other fireprevention equipment and installations (including alarms) in the Building. TheLessee shall not be required to install a new sprinkler system in the Buildingor upgrade the existing sprinkler system, subject to the Lessee’s compliancewith ***Clause 9.1(a).***

 

**11.6        Payment of Additional Premiums**

 

The Lessee will from time to time as and whenrequired by notice in writing from the Lessor promptly pay all extra excesspremiums of insurance on the improvements erected in the Premises and/or thecontents of such improvements if any such extra excess premiums be required onaccount of extra risk caused by the Lessee’s use of the Premises.

 

**11.7        Lessor as Attorney**

 

The Lessor in its own name and as the Attorneyfor the Lessee in the name of the Lessee or otherwise shall be entitled toinstitute all or any proceedings against any insurer insuring the risksreferred to in this Lease to recover from such insurer any amount for loss,damage or injury or other money payable under any indemnity in favour of theLessor.

 

**12.          INDEMNITIES**

 

**12.1       **The Lessee **FURTHER COVENANTS** with the Lessor that:

 

(a)                                  TheLessee agrees to occupy use and keep the Premises at the risk of the Lessee andhereby releases to the full extent permitted by law the Lessor and its contractorsand employees from all claims and demands of every kind and from all liabilitywhich may arise in respect of any accident or damage to property or death of orinjury to any person of whatsoever nature or kind in the Premises or theBuilding other than as may be caused or contributed to  by the negligence of the Lessor itscontractors or employees and the Lessee agrees that the Lessor shall have noresponsibility or liability for any loss of or damage to fixtures or personalproperty of the Lessee

 

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other than as may becaused by the negligence of the Lessor its contractors or employees.

 

(b)                                 Withoutprejudice to the generality of ***Sub-Clause (a) ***hereof, to the extent that moneyspaid to the Lessor out of insurances effected by the Lessee do not fullyindemnify the Lessor against the same and except where the same is caused orcontributed to by the negligence of the Lessor or its contractors or employees,the Lessee will and does hereby indemnify the Lessor its contractors andemployees from and against all actions, claims, demands, losses, damages, costsand expenses incurred by the Lessor or for which the Lessor or its contractorsor employees may become liable in respect of any damage to property or death ofor injury to any person which may be suffered or sustained in or upon thePremises whether in the occupation of the Lessor or of the Lessee or of anyother person.

 

(c)                                  Withoutlimiting the generality of ***Sub-Clauses(a) and (b) ***of this Clause the Lessee will and doeshereby indemnify the Lessor from and against all actions, claim, demands,losses, damages, costs and expenses for which the Lessor may become liable inrespect of or arising from:

 

(i)                                     Thenegligent or careless use, misuse, waste or abuse by the Lessee or anycontractor, subcontractor, licensee, invitee, client, customer or visitor ofthe Lessee or any other person claiming through or under the Lessee of thewater, gas, electricity, lighting or other service and facilities of the Premisesor arising from any faulty fitting or fixture of the Lessee.

 

(ii)                                  Overflow or leakage ofwater (including rain water) in or from the Premises but having origin withinthe Premises caused by an act or omission on the part of the Lessee or otherpersons as aforesaid.

 

(iii)                               Loss damage or injury from any causewhatsoever to property or person caused by the use of the Premises by theLessee or other persons as aforesaid; and

 

(iv)                              Loss, damage or injury from any causewhatsoever to the Premises or to any property or person within or without thePremises occasioned by any act, omission, neglect, breach or default of theLessee or other persons as aforesaid.

 

**13.          COVENANTS BY THE LESSOR (QUIETENJOYMENT, REMOVAL OF LESSEE’S FIXTURES)**

 

**13.1        Quiet Enjoyment**

 

The Lessor **FURTHER COVENANTS**with the Lessee that the Lessee paying therent hereby reserved and duly and punctually observing and performing thecovenants obligations and provisions of this Lease on the part of the Lessee tobe observed and performed shall and may peaceably possess and enjoy thePremises for the term hereby granted without interruption or disturbance fromthe Lessor or any other person or persons lawfully claiming by from or underthe Lessor.

 

 

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**13.2        Removal of Lessee’s Fixtures**

 

(a)                                  TheLessee may at or prior to the expiration of the Lease (and will, if so requiredby the Lessor, at or immediately following the expiration or sooner terminationof the term) take remove and carry away from the Premises all fixtures fittingsplant equipment or other articles upon the Premises in the nature of trade ortenants’ fixtures brought upon the Premises by the Lessee with the consent ofthe Lessor but the Lessee shall in such removal do no damage to the Premisesand shall reinstate the Premises to the same condition as prior to theinstallation of any such items.

 

(b)                                 Ifthe Lessee does not remove and carry away any of such fixtures, fittings,plant, equipment and other articles or items at or immediately following thedetermination of this Lease, the Lessor may at the expense of the Lessee removeand dispose of the same and any of such fixtures, fittings, plant, equipmentand other articles or items not removed by the Lessee as aforesaid shall becomethe property of the Lessor.

 

**13.3        Maintenance of Building and Services**

 

The Lessor will use its best endeavours to keepthe Building structurally sound and watertight and the Services in workingorder, except where the Lessee has such responsibility specifically under thisLease.

 

**14.          DEFAULT AND TERMINATION**

 

**14.1        Events of Default**

 

The Lessor andthe Lessee **COVENANT AND AGREE **that if:

 

(a)                                  Therent hereby reserved or any part thereof or any other moneys payable by theLessee to the Lessor hereunder shall be unpaid for the space of fourteen (14)days after any of the days on which the same ought to have been paid and inaccordance with the covenants for payment herein contained (although no formalor legal demand shall have been made therefore); or

 

(b)                                 The Lesseecommits permits or suffers to occur any breach or default in the due andpunctual observance and performance of any of the covenants obligations andprovisions of this Lease or the Rules and Regulations of the Building andthe Lessee fails to remedy same at the expiration of fourteen (14) days’ noticein writing by the Lessor requiring same to be remedied; or

 

(c)                                  TheLessee being a company an order is made or a resolution is effectively passedfor the winding up of the Lessee (except for the purpose of reconstruction oramalgamation with the written consent of the Lessor which consent shall not beunreasonably withheld); or

 

(d)                                 Acreditor’s petition in bankruptcy is presented against the Lessee; or

 

(e)                                  TheLessee presents a petition in bankruptcy against himself, or if there happensany event referred to in Section 40 of the Bankruptcy Act, 1966 which withthe happening or failure to happen of any subsequent event

 

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therein referred towould result in the commission by the Lessee of any act of bankruptcy, or ifany document the execution of which by the Lessee would result in thecommission by him of an act of bankruptcy, or if any deed of assignment or deedof arrangement is prepared by or for, or is presented to the Lessee forexecution by him or except for the purposes of amalgamation or reconstruction,or if the Lessee being a company ceases or threatens to cease to carry onbusiness or goes into liquidation whether voluntary or otherwise or is woundup; or

 

(f)                                    Anyevent occurs entitling the holder or proprietor of any charge over the whole orany part of the assets and undertaking of the Lessee to require immediaterepayment of the moneys thereby secured;

 

**THEN******ipso facto the Lessor at any time ortimes thereafter shall have the right to reenter into and upon the Premises orany part thereof in the name of the whole and to have again repossess and enjoythe same as of its former estate anything herein contained to the contrarynotwithstanding but without prejudice to any action or other remedy which theLessor has or might or otherwise could have for arrears of rent or breach ofcovenant or for damages as a result of any such event and thereupon the Lessorshall be freed and discharged from any action suit claim or demand by orobligation to the Lessee under or by virtue of this Lease.

 

**14.2        Lessor may pay in Default**

 

On each and every occasion on which the Lesseeomits or neglects to pay any money or to do or effect anything which the Lesseehas herein covenanted to pay do or effect (and without limiting the generalityof the foregoing if the Lessee shall fail to effect any insurance or to pay anyinsurance premium required to be effected or paid by the Lessee hereunder) thenit shall be lawful for but not obligatory upon the Lessor (and withoutprejudice to any rights and powers arising from such default) to pay such moneyor to do or effect such thing by itself its architects agents contractors andworkmen as if it were the Lessee and for that purpose the Lessor its architectsagents contractors workmen and agents may enter upon the whole or any part ofthe Premises and there remain for the purpose of doing or effecting any suchthing and any expenses and costs of carrying out such work shall forthwith bepayable by the Lessee to the Lessor.

 

**14.3        Interest on overdue Moneys**

 

Without prejudice to the rights, powers andremedies of the Lessor otherwise under this Lease the Lessee will pay to theLessor interest on any moneys due by the Lessee to the Lessor on any accountwhatsoever pursuant to this Lease but unpaid for fourteen (14) days suchinterest to be computed from the due date for the payment of the moneys inrespect of which the interest is chargeable until payment of such moneys infull and be recoverable in like manner as Rent in arrears. The rate of interestapplicable shall be two (2) percent above the rate as recorded from timeto time by the Westpac Banking Corporation Limited for overdrafts of$100,000.00 or if there be no such rate then the rate of ten percentum (10%)per annum and such interest shall accrue and be calculated on a daily basis.

 

**14.4        Yielding up**

 

The Lessee will forthwith upon the expiration ofthe Term or sooner determination of this Lease (unless otherwise directed bythe Lessor in writing) peaceably surrender and yield up to the Lessor thePremises in such repair, order and condition as

 

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required by ***Clause 21***and clean and free from rubbish andin good and substantial repair and condition (having regard to the age of whatis being surrendered or yielded up and its condition at the Commencing Date)and the Premises made good to return them to the condition as at the date offirst occupation by the Lessee, subject to fair wear and tear and positionswithin the Premises as at the date of first occupation by the Lessee. TheLessee must remove any additional partitions installed within the Building fromthe Lease Commencement Date if required by the Lessor upon expiration of theLease or sooner determination of this Lease.

 

**14.5        Removal of Lessee’s Fixtures**

 

The Lessee may at or prior to the determinationof this Lease (and will if so required by the Lessor at or following theexpiration or sooner determination of the Term) take, remove and carry awayfrom the Premises all fixtures, fittings, plant, equipment or other articlesupon the Premises in the nature of trade or Lessee’s fixtures brought upon thePremises by the Lessee but the Lessee shall in such removal do no damage to thePremises and the Building or shall promptly make good any such damage.

 

**14.6        Lessee’s Fixtures Not Removed**

 

If the Lessee does not remove and carry away anyof its fixtures, fittings, plant, equipment and other articles or items at orimmediately prior to the determination of this Lease (or within such furtherreasonable time as the Lessor may allow), the Lessor may at the expense of theLessee remove and dispose of the same and any of such fixtures, fittings,plant, equipment and other articles or items not removed by the Lessee or theLessor as aforesaid shall become the property of the Lessor. The Lessor may atthe expense of the Lessee make good any damage to the Premises caused as aresult of such removal and disposal.

 

**15.          BREACH OF ESSENTIAL TERM**

 

**15.1        Essential Terms**

 

Notwithstanding anything to the contrary herein(whether express or implied), it is hereby expressly agreed and declared thatthe covenants terms and conditions by the Lessee contained or implied in:

 

(a)                                  ***Clauses 2 and 18***topay the Rent throughout the term and any period of holding over at a date notlater than fourteen (14) days after the due day for the payment of each monthlyinstalment;

 

(b)                                 ***Clause 5***hereof inter alia relating tothe use of the Premises;

 

(c)                                  ***Clause 8***hereof inter alia relating torepair and maintenance;

 

(d)                                 ***Clause 11***hereof inter alia relating toinsurances;

 

(e)                                  ***Clau*****se*7***inter alia relating toassignment, sub-letting or otherwise of the Premises;

 

are subject to the proviso hereinaftercontained) essential and/or fundamental terms of this Lease. The breach,non-observance or non-performance of any one or more of such covenants termsand conditions shall be deemed to be a fundamental breach

 

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of the provision of this Lease on the part ofthe Lessee to be observed and performed **PROVIDEDTHAT**the presence of this Clause in this Lease shall not mean or beconstrued as meaning that there are no other fundamental and/or essential termsin this Lease.

 

**15.2        Compensation for Breach**

 

The Lessee covenants with the Lessor tocompensate the Lessor in respect of any breach of an essential and/orfundamental term of this Lease and the Lessor shall be entitled to recoverdamages from the Lessee in respect of such breaches.  The Lessor’s entitlement under this Clause isin addition to any other remedy or entitlement to which the Lessor may haveincluding without limiting the generality of the foregoing termination of thisLease.

 

**15.3        Acknowledgement by Lessee**

 

The Lessee expressly acknowledges and agreesthat:

 

(a)                                  shouldthe Lessee’s conduct (whether by acts or omissions) constitute a repudiation ofthis Lease (or of the Lessee’s obligations under the Lease) or constitute abreach of any of the Lessee’s covenants, the Lessee covenants to compensate theLessor for any loss or damage suffered by reason of or arising from any suchrepudiation or breach;

 

(b)                                 theLessor shall be entitled to recover damages against the Lessee for repudiationor breach of covenant for the damage suffered by the Lessor for and/or duringthe entire term of this Lease;

 

(c)                                  theLessor’s entitlement to recover damages from the Lessee and/or the Covenantorand/or any other person shall not be affected or limited by inter alia any ofthe following:

 

(i)            the Lessee abandoning or vacatingthe Premises; and/or

 

(ii)           the Lessor electing to re-enter orterminate the Lease; and/or

 

(iii)          theLessor accepting the Lessee’s repudiation; and/or

(iv)          theParties’ conduct (or that of any servant or agent thereof) constituting asurrender by operation of law.

 

**15.4        Lessee’s Right to Damages**

 

The Lessor shall be entitled at any time in theLessor’s absolute discretion to institute legal proceedings claiming damagesagainst the Lessee in respect of the entire lease term including the periodbefore and after the Lessee has vacated the Premises and before and after theabandonment termination repudiation acceptance of repudiation or surrender byoperation of law referred to in the immediately preceding ***Sub-Clause(s) ***whetherthe proceedings are instituted either before or after such conduct.

 

**15.5****                       ****Lessor to Mitigate Loss**

 

In the event of the Lessee vacating the Premiseswhether with or without the Lessor’s consent, the Lessor shall take reasonablesteps to mitigate its loss and to attempt to re-lease the Premises at areasonable rent and on reasonable terms. The Lessor’s

 

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entitlement to damages shall be assessed on thebasis that the Lessor has observed the obligation to mitigate damages.  The Lessor’s conduct in pursuant of this dutyto mitigate damages shall not of itself constitute acceptance of the Lessee’sbreach or repudiation or a surrender by operation of law.

 

**15.6        Calculation of Damages**

 

Should the Lessor terminate this Lease followingany breach of a fundamental/essential provision or otherwise, then withoutprejudice to any other right or remedy of the Lessor herein contained orimplied, the Lessor shall be entitled to recover from the Lessee (and/or anyGuarantor as the case may be) the difference between the aggregate of the Rentand other moneys payable by the Lessee hereunder for the unexpired residue ofthe term less any amount the Lessor is able to obtain or could in the Lessor’sopinion reasonably be expected to obtain by observing the provisions of ***Clause 15(e) ***hereof.

** **

**16.          APPOINTMENT OF ATTORNEY**

 

**16.1        Attorney**

 

The Lessee irrevocably nominates, constitutesand appoints the Lessor and, if a company, each of the directors of the Lessorfrom time to time, jointly and each of them severally, to be the true andlawful attorneys and attorney of the Lessee on its behalf, and in its name asits act and deed from time to time if and when the Lessor shall think fit, forthe purpose of giving full effect to any power of re-entry, to execute as theact and deed of the Lessee a surrender of the Lease in favour of the Lessor andto procure the registration of such surrender under the provisions of the *Real Property Act*provided always that theprovisions of this clause shall be deemed to come into force and the powersshall be exercisable only if and when the power of re-entry or of determinationof the Lease by the Lessor shall have become exercisable by reason of defaulton the part of the Lessee in the observance or performance of any of thecovenants and conditions on its part contained or implied in this Lease,conclusive evidence of which for the purpose of this clause shall be astatutory declaration signed by the Lessor or, if a company, then by asecretary or manager or director of the company. The Lessee covenants with theLessor that on every transfer or sub-letting under or by virtue of the Leasethe Lessee will at the expense of the Lessee obtain from the transferee orsub-lessee a Power of Attorney in favour of the Lessor in terms similar to thispresent clause.

** **

**17.          OPTION FOR RENEWAL**

 

**17.1        Grant of Option**

 

If the Lessee not being in default of itsobligations under this Lease shall require a renewed lease of the Premises forthe further period referred to in ***Item 5***of the Reference Schedule from theexpiration of the term of this Lease and of such requirement prior to theexpiration of the said Term gives to the Lessor not less than six (6) months’and not more than nine (9) months’ previous notice in writing, then theLessor will at the cost of the Lessee demise to the Lessee the Premises forsuch further period from the expiration of the term of this Lease (hereinafterreferred to as the “**Renewed Lease Term**”)at an Initial Rental as shall be calculated in accordance with ***Clause 17.3***hereinand otherwise subject to the covenants and conditions herein contained but withthe exception of this Clause.

 

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**17.2        Total Lease Term**

 

It is the intention of the parties that shouldthe Lessee exercise its option for the further term available to it hereunderthe total of the term of this Lease and of such option shall not exceed six (6) years.

** **

**17.3        Rent Payable during Renewed Lease Term**

 

The Rent payable during the first year of theRenewed Lease Term (without limiting, varying or excluding the obligation ofthe Lessee for the payment of the Lessee’s proportion of Outgoings in respectof the Premises pursuant to ***Clauses 2.3***hereof which shall remain in full force andeffect) shall be the Current Market Rent determined in accordance with theprovisions of ***Clause 2.2(a) ***forthe first year of the Renewed Lease Term and thereafter increased by four percentum (4%) per annum in accordance with the provisions of ***Clause 2.2(b)***.

** **

**18.          HOLDING OVER**

 

**18.1        Lessee remaining in possession**

 

In the event of the Lessee holding over inpossession of the Premises with the consent of the Lessor after the expirationor sooner determination of the Term then the Lessee shall become a calendarmonthly tenant of the demised Premises upon the same terms covenants andconditions as are herein contained so far as they are applicable to a calendarmonthly tenancy and such tenancy shall be determinable by one calendar month’snotice which may be given by either party to the other expiring at any time.

** **

**18.2        Rent Payable during Renewed Lease Term**

 

The Rent payable each calendar month by theLessee to the Lessor under a calendar monthly tenancy constituted by virtue of ***Clause 18.1***shall bewhichever is the greater of a sum equivalent to one twelfth (1/12) of theannual rental payable by the Lessee to the Lessor at the date of expiration ofthis Lease or the sum fixed from time to time by any notice given by the Lessorto the Lessee pursuant to ***Clause18.3***.

 

**18.3        Increase in Rent**

 

At any time and from time to time whether beforeor after the expiration of this Lease the Lessor may by notice in writing tothe Lessee fix the calendar monthly rent payable by the Lessee to the Lessorunder a calendar monthly tenancy created by virtue of ***Clause 18.1***whichshall be the Current Market Rent determined in accordance with ***Clause 2.2(a) ***herein.The Rent so fixed shall be and from the date specified in the notice whichshall not be earlier than thirty (30) days after the date upon which the noticeis given to the Lessee be deemed to be the Rent payable by the Lessee to theLessor under the calendar monthly tenancy and the Lessee covenants to pay thesame to the Lessor.

** **

**19.          GENERAL**

 

**19.1        Waiver of Breach**

 

The Lessor and the Lessee **FURTHER****COVENANT AND AGREE**that no waiver by

 

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the Lessor of any one breach of any covenant obligationor provision in this Lease contained or implied shall operate as a waiver ofanother breach of the same or of any other covenant obligation or provision inthis Lease contained or implied.

** **

**19.2        Notices**

 

(a)                                  All demands requisitions consents electionsor notices shall be in writing and if served or given by the Lessor hereundershall be valid and effectual if served and given under the common seal of theLessor or under the hand of any Director or Attorney or Manager or Secretaryfor the time being of the Lessor or of the Managing Agent for the time beingemployed by the Lessor for the Building.

 

(b)                                 Without prejudice to any other means ofgiving notice any such demand requisition consent election or notice requiringto be served hereunder shall be sufficiently served on the Lessee if servedpersonally or if left addressed to the Lessee on the Premises or forwarded tothe Lessee by prepaid post to the last known place of business or abode of theLessee and shall be sufficiently served on the Lessor if served personally orif addressed to the Lessor and left at or sent by prepaid post to the Lessor’sregistered office for the time being or last known place of business or abodeand a demand requisition consent election or notice sent by post shall be deemedto be given at the time when it ought to be delivered in due course of post.

 

**19.3        Stamp Duty and Costs**

 

The Lessee shall pay all stamp duty and all theLessor’s reasonable legal and other costs, charges and expenses of andincidental to the preparation, completion, stamping and registration of thisLease and any assignment, subletting, surrender or termination (otherwise thanby effluxion of time) thereof and the consent of any person whose consent maybe required and in the case of default by the Lessee in observing or performingany of its covenants in this Lease contained or implied, the Lessee shall payto the Lessor all legal and other costs, charges and expenses for which theLessor shall become liable in consequence of or in connection with suchdefault.

** **

**19.4        For Sale/Lease Signs**

 

The Lessee will at all reasonable times permitthe Lessor to exhibit to prospective tenants or purchasers the Premises andwill at all times within six (6) months immediately preceding thetermination of this Lease allow the Lessor to affix and exhibit where theLessor shall think fit at any time the usual “To be Let” notice and in each case with the name and address of theLessor and/or its agent thereon and the Lessee will not remove any such noticewithout the written consent of the Lessor. The Lessor may at any time affix andexhibit a “For Sale” sign to the outside of the Premises. The Lessee willco-operate with the Lessor in a reasonable manner to allow prospective tenantsor purchasers to inspect the Premises subject to prior reasonable notice fromthe Lessor.

** **

**19.5        No Partnership**

 

Nothing contained herein shall be deemed orconstrued by the parties hereto nor by any third party as creating therelationship of partnership or of principal and agent or of joint venturebetween the parties hereto it being understood and agreed that neither themethod of computation of rent nor any other provision contained herein

 

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nor any acts of the parties hereto shall bedeemed to create any relationship between the parties hereto other than therelationship of the Lessor and the Lessee upon the terms and conditions only asprovided in this Lease.

** **

**19.6        Lessor’s Covenant**

 

In any case where pursuant to these presents thedoing or executing of any act matter or thing by the Lessee is dependent uponthe consent or approval of the Lessor such consent or approval may be givenconditionally or unconditionally or withheld by the Lessor in its absoluteuncontrolled discretion unless otherwise herein provided.

** **

**19.7        Whole Agreement**

 

The covenants provisions terms and agreementscontained herein expressly or by statutory implication cover and comprise thewhole of the agreement between the parties hereto and the parties expresslyagree and declare that no further or other covenants agreements provisions orterms whether in respect of the Premises or otherwise shall be deemed to beimplied herein or to arise between the parties by way of collateral or otheragreement or by reason of promise representation warranty or undertaking givenor made by any party hereto to another on or prior to the execution hereof andthe existence of any such implication or collateral or other agreement ishereby negatived.

** **

**19.8        No Liability for Provision of Services**

 

Subject to the Lessor’s compliance with ***Clause 13.3,*** theLessor will not be under any liability for any loss injury or damage sustainedby the Lessee or any other person at any time as a result of or arising in anyway out of the failure of the electricity or water supply or any other servicesor facilities provided by the Lessor or enjoyed by the Lessee in conjunctionwith the Premises.

** **

**19.9        Lessee occupies at Sole Risk**

 

Whenever the Lessee is obliged or requiredhereunder to do or effect any act matter or thing then the doing of such actmatter or thing shall, unless this Lease otherwise provides, be at the solerisk and expense of the Lessee.

** **

**19.10      No Moratorium**

 

Unless application is mandatory by law anystatute ordinance proclamation order regulation or moratorium present or futureshall not apply to this Lease so as to abrogate extinguish impair diminishfetter delay or otherwise prejudicially affect any rights powers remedies ordiscretions given or accruing to the Lessee or the Lessor.

** **

**19.11      Additional Liability of Lessee**

 

To the extent permissible at law the Lessee willforthwith upon demand pay to the Lessor by way of additional rent an amountequivalent to any moneys paid by the Lessor in respect of any liability imposedon the Lessee under or by virtue of this Lease notwithstanding that any statuteordinance proclamation order regulation or moratorium present or futuredirectly or indirectly imposes such liability upon the Lessor. This clause onlyobliges the Lessee to reimburse the Lessor where the Lessor actually incurscosts in taking steps that would have otherwise been the responsibility of theLessee under this Lease.

 

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**20.          BANK GUARANTEE**

 

**20.1        Provision of Guarantee**

 

On the execution of this Lease the Lessee will:

 

(a)                                  provide to the Lessor an unconditionalguarantee from a bank licensed to carry on business in Australia and having anoffice in Sydney and approved by the Lessor which entitles the Lessor to make aclaim on the guarantee without recourse to the Lessee which entitles the Lessorto apply any amount under the guarantee to any amount payable by the Lessee tothe Lessor under this Lease as the Lessor determines; or

 

(b)                                 deposit with the Lessor, to be held bythe Lessor on the Lessee’s account in an interest bearing account in the Lessor’sname with the interest remaining in the account, but being accounted for to theLessee, an amount being the sum as specified in ***Item 7***of the Reference Schedule **(“the Deposit”)**as security for the due andpunctual observance and performance of all the terms on the Lessee’s partcontained in this Lease.

 

**20.2        Increase in Deposit**

 

Upon each Review Date, the Lessee will provideto the Lessor either an increased Deposit, or a replacement Deposit whichrepresents the increased sum arising from the review of the Rent.

** **

**20.3        Appropriation of Deposit**

 

(a)                                  If at any time the Lessee fails to dulyand punctually observe and perform the terms of this Lease, then the Lessor mayin its discretion at any time appropriate and apply so much of or the whole ofthe Deposit as may be necessary in the opinion of the Lessor to compensate theLessor for loss or damage sustained or suffered by the Lessor by reason of suchbreach by the Lessee.

 

(b)                                 Any such appropriation by the Lessorshall not be deemed to and shall not operate to waive the Lessee’s breach andshall not prejudice any other right of the Lessor arising from such breach.

 

(c)                                  If the Lessor appropriates all or part ofthe Deposit, then the Lessee will within five (5) days of demand by theLessor provide to the Lessor in the form of the original Deposit the amount ofthe sum so appropriated in order to reinstate the Deposit.

 

(d)                                 If the Lessee complies with all the termsof the Lease, the Deposit less any sums appropriated by the Lessor inaccordance with this clause and not reinstated shall be refunded to the Lesseeas soon as reasonably practicable after the expiration of the Term or of anyholding over period or upon the sooner termination of this Lease.

 

(e)                                  If an Incentive has been provided by theLessor to the Lessee and as a consequence of ***Sub-clause 20.3 (d) ***later becomespayable by the Lessee to the Lessor the Deposit may be applied against all orpart of the Incentive then due and payable by the Lessee to the Lessor.

 

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**20.4        Assignment of Deposit**

 

If the Lessor assigns or transfers its interestin the Premises it may either:

 

(a)                                  assign the Deposit less any sums properlyappropriated by the Lessor and not reinstated to any assignee or transferee; or

 

(b)                                 request and the Lessee must promptlyprovide, a replacement Deposit in favour of the new lessor in exchange for theoriginal Deposit,

 

and thereupon the Lessor is discharged from allliability to the Lessee or any other person with respect to the Deposit.

** **

**21.          MAKE GOOD ON TERMINATION**

 

The Lessee will on termination of this Lease orupon the Lessee vacating the Premises at the request of the Lessor-

 

(a)           Removethe Lessee’s signs.

 

(b)                                 Remove the Lessee’s electricalinstallations including all exposed and concealed wiring, conduits extendingfrom the Lessee’s electrical switchboard, wall and floor mounted generalpurpose outlets, light fittings and light switches.

 

(c)           Dismantleand make good all parts of the Building set up for PABX use by the Lessee.

 

(d)                                 Remove all data wiring installed by theLessee back to the point of entry and return all communications cupboards totheir original condition.

 

(e)                                  Remove the Lessee’s telephoneinstallations including exposed and concealed wiring, conduits, junction boxes,switchboards and handsets.

 

(f)                                    Make good all damage caused to theBuilding or the Premises by the Lessee in complying with ***Clause 21*** asappropriate and in particular, the carpets excluding any repairs or replacementof carpet where partitions existed at the date of the Lease, skirtings, panelsto air conditioning, acoustic ceilings tiles and ceiling grid and remove allscrews and nails driven into wall surfaces and make good any damage caused towalls.

 

(g)                                 Subject to ***Clause 5.17***, prepare and apply two (2) coatsof paint or any other specialist finishes of a type, brand, colour and finishapproved by the Lessor to all previously painted or finished internal surfaces,including skirtings, plaster wall and column surfaces.

 

(h)                                 Remove all rubbish and surface materialsafter completion of the works and ensure that the internal face of all windowglazing is thoroughly cleaned, the carpet steam cleaned and the carpet pilelifted.

 

(i)                                     Re-instate the Building and the Premisesto the condition they were at the Commencing Date (fair wear and tear excepted)and in the case of the carpets in the Building, replace all carpets which arecut, damaged (beyond fair wear and tear) or mutilated.

 

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**22.          LEASE SUBJECT TO DEVELOPMENT CONSENT**

 

(a)                                  It is acknowledged by the Lessor and theLessee that this Lease is subject to the Council of the City of Sydney givingconsent to the Lessee changing the use of the premises to the use set out in anApplication for Development completed by the Lessee and consented to by theLessor to be lodged with the said Council. If the Lessee does not obtain theDevelopment approval on terms acceptable to the Lessee acting reasonably, in aperiod of two (2) months from the commencement date of the Lease, then theLessee may surrender the Lease and the deposit paid by the Lessee to the Lessor’sagent will be forfeited to the Lessor.

 

(b)                                 The Lessor has consented to the Lessee’sApplication for Development on the basis that it is not responsible for thecontents of same and accepts no liability to the Lessee should the Applicationfor Development not be granted or granted on terms not acceptable to theLessee.

 

**23.          REMOVAL OF RACKING**

 

The Lessor will at its own cost as soon aspracticable after the Commencing Date of this Lease, remove all racking fromthe warehouse in the Building in a proper and workmanlike manner and will causeall bolts and screws to be cut off to floor level.

 

Wecertify this Lease to be correct for the purposes of the Real Property Act1900.

 

 
|                                     | )      |                   |
|------------------------------------------|--------|------------------------|
| **EXECUTED**by **CHARVIC PTY LTD**in     | )      |                   |
| accordance with its  Constitution in the | )      |                   |
| presence of:                             | )      |                   |
|                                     | )      |                   |
|                                     | )      |                   |
| /s/ Christine Tritton                    |   | )                      | /s/ Vicki M. Parsons |   |
| Signature of Secretary                   | )      | Signature of Director  |
|                                     | )      |                   |
|                                     | )      |                   |
|                                     | )      |                   |
| Christine Tritton                        |   | )                      | Vicki M. Parsons |   |
| Print Name of Secretary                  | )      | Print Name of Director |

 

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|                                   | )      |                   |
|----------------------------------------|--------|------------------------|
| **EXECUTED**by **OPTIUM AUSTRALIA**    | )      |                   |
| **PTY LIMITED**in  accordance with its | )      |                   |
| Constitution in the presence  of:      | )      |                   |
|                                   | )      |                   |
|                                   | )      |                   |
| /s/ Simon Poole                        |   | )                      | /s/ David Renner |   |
| Signature of  Director/Secretary       | )      | Signature of Director  |
|                                   | )      |                   |
|                                   | )      |                   |
|                                   | )      |                   |
| Simon Poole                            |   | )                      | David Renner |   |
| Print Name of  Director/Secretary      | )      | Print Name of Director |

 

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