** **

**Exhibit 4.4**

 

GeneralTerms and Conditions for the Leasing of Business Premises

 

Adopted1 June 1990.

 
|   | Article 1:  | The leased  space/fitting out, modification, and furnishing of the leased space    |
|--------|------------------|------------------------------------------------------------------------------------|
|   |             |                                                                               |
|   | Article 2:  | Designated use  and utilization of the leased space                                |
|   |             |                                                                               |
|   | Article 3:  | Rent adjustment                                                                    |
|   |             |                                                                               |
|   | Article 4:  | Termination of  lease                                                              |
|   |             |                                                                               |
|   | Article 5:  | Liability                                                                          |
|   |             |                                                                               |
|   | Article 6:  | Breach of  contract                                                                |
|   |             |                                                                               |
|   | Article 7:  | Bank guarantee                                                                     |
|   |             |                                                                               |
|   | Article 8:  | Maintenance,  repairs, and replacements/inspections etc.                           |
|   |             |                                                                               |
|   | Article 9:  | Costs incurred  for power, gas, water, electricity, heating, supplies and services |
|   |             |                                                                               |
|   | Article 10: | Payments                                                                           |
|   |             |                                                                               |
|   | Article 11: | Taxes,  charges, levies, premiums etc.                                             |
|   |             |                                                                               |
|   | Article 12: | Joint and  several liability                                                       |
|   |             |                                                                               |
|   | Article 13: | Costs                                                                              |
|   |             |                                                                               |
|   | Article 14: | Resolutive  conditions                                                             |
|   |             |                                                                               |
|   | Article 15: | Domicile/Property  manager                                                         |

 

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ARTICLE 1

THELEASED SPACE/FITTING OUT, MODIFICATION, AND FURNISHING OF THE LEASED SPACE

 

The leased space

 

1.                                       The leased space shall be taken to include theinstallations and facilities present there, insofar as they are the property ofthe Lessor.

 

2.                                       The leased space shall be delivered to theLessee by the Lessor in the condition in which it is to be found on thecommencement date of the lease. If the leased space is provided with floorcovering, this will be deemed to constitute a one-off provision; maintenanceand repair of the floor covering will be at the expense of the Lessee.

 

3.                                       The Lessee accepts the leased space – withoutrequiring any more detailed description thereof - in that condition anddeclares that it is aware that the leased space is in a good state of repairand without defects. The Lessee declares that it is aware of the rights *in rem* to which the leased space issubject, including easements, and that it will respect those rights.

 

Fitting out, modification, and furnishing of the leased space

 

4.                                       Any fitting out, conversion, alteration, orfurnishing of the leased space shall require the prior written approval of theLessor. The Lessor may attach conditions to such approval. Fitting out,conversion, alteration, or furnishing shall take place at the expense and riskof the Lessee; the results thereof shall also be at the expense and risk of theLessee.

 

ARTICLE 2

DESIGNATED USE AND UTILISATION OF THE LEASED SPACE

 

Utilization and utilization obligation

 

1.                                       The Lessee shall be obliged to utilize theleased space solely in the manner designated in the lease.

 

2.                                       The Lessee shall be obliged:

a.               to equip the leased space, in accordance withthe designated use, with sufficient furnishings and fittings and to keep itequipped in that way during the term of the lease; and

b.              to utilize the leased space itself, exclusively(i.e. carry on its business there), doing so in a proper and effective manner,and to maintain the leased space in good condition.

 

3.                                       Insofar as the lease does not specifyotherwise, the Lessee shall act in accordance with the provisions of the lawand the local bylaws and in accordance with common leasing practice; the Lesseeshall also comply with the regulations imposed by the authorities, the utilitycompanies, the Sprinkler Safety Office [*Burovoor Sprinklerbeveiliging*] and the insurance companies, and with theoral and written instructions given by or on behalf of the Lessor in theinterests of proper utilization of the leased space and of the rooms/areas,installations, and facilities at the building/complex of which the leased spaceforms part, in particular regarding maintenance, noise levels, order, firesafety, proper functioning of the building/complex etc. The Lessee shall carryout any necessary work/measures without delay. The Lessee shall notinconvenience or

 

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disturb other users of the building/complex of which the leased space formspart, with any such inconvenience or disturbance being deemed to have also beencaused to the Lessor. Inconvenience or disturbance shall be taken to includeinterference with radio and/or television reception and with other electricalequipment.

 

4.                                       The Lessee shall pay the Lessor the sumsfalling to its account as referred to in paragraph 3 of the present Article 2at the Lessor’s first request.

 

5.                                       Should the leased space comprise retail space(including bank branches, post offices, travel agencies, dry cleaners,launderettes, etc.), the Lessee shall be obliged to keep the leased space opento the public (i.e. to actually carry on its business) during the opening hoursof the shopping center, shopping street, or any group of shops of which theleased space forms part, including during evening opening.

 

6.                                       For every day that the Lessee act incontravention of the provisions of paragraphs 1 to 5 of the present Article,the Lessee – without prejudice to the Lessor’s other rights – shall forfeit animmediately due and payable penalty of NLG 500 per day, according to the pricelevel on 1 January 1990; the said penalty shall be deemed to have beenadjusted analogously to the annual rent adjustment in accordance with Article 3of the present Terms and Conditions.

 

If the retail space referred to above does not form part of a shoppingcenter, shopping street, or other group of shops, the above obligation on thepart of the Lessee shall apply during the opening hours determined by thecompetent authority or, should no such hours have been determined by thecompetent authority, during the normal opening hours for similar or comparableretail space.

 

Permits

 

7.                                       The Lessee shall itself ensure that it acquiresand continues to hold any necessary permits, approvals, and/or exemptions –however such may be termed – required for the conduct of its profession orbusiness, including permits under the Nuisance Act [*Hinderwet*]. The refusal or withdrawal of any such permit,approval, and/or exemption shall in no case constitute grounds for the dissolution or nullification of the lease nor forany other action against the Lessor.

 

Associations etc.

 

8.                                       Should an association or other collective group– recognized by the Lessor – be set up of lessees or users of thebuilding/complex to which the leased property belongs, for example a shopkeeper’sassociation or an association of users of industrial units at an industrialestate, the Lessee shall be obliged to immediately register as a member orbecome a participant and to remain such. The Lessee undertakes vis-à-vis theLessor that, for as long as it is not a member of or a participant in suchassociation or other collective group, it shall pay to the Lessor amounts equalto the contributions which it would have been obligated to pay had it been amember of or participant in the said association or collective group.

 

The Lessor undertakes that it will immediately transfer these amounts tothe association or collective group.

 

The Lessee shall not be permitted to collaborate in drawing up

 

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articles of association or any standing orders for a shopkeeper’s association orother collective group which contain provisions contrary to the provisions ofthe lease.

 

Advertising

 

9.                                       The Lessor shall be entitled, either on its ownbehalf or on behalf of the Lessee and/or third parties, to make use of theroofs and external walls of the leased space and of the building/complex ofwhich it forms part so as to install advertising (including illuminated signs),designations, etc. The Lessee shall be obliged to permit the necessarywork/facilities to be carried out/installed and shall in no case have any rightof action vis-à-vis the Lessor in that connection.

 

Apartments

 

10.1                           Should the building/complex to which the leasedspace belongs at any time be divided up into apartment rights,the Lessee undertakes, now and in advance, to observe the rules arisingfrom the constitution and/or regulations regarding utilization.

 

10.2                           Should the leased space form part of a buildingthat is the property of a cooperative association, the Lessee shall be obligedto observe the rules arising from the constitution and/or regulationsregarding utilization.

 

10.3                           The Lessor undertakes that it will refrain,insofar as possible, from collaborating in the drawing up of any regulationswhich conflict with the terms of the lease.

 

10.4                           The Lessor shall ensure that, as soon as anycircumstances occur such as are referred to in Articles 10.1 or 10.2, it willprovide the Lessee in good time with a copy of the said constitution and/orregulations.

 

Prohibitions and internal regulations

 

11.                                 Without the prior written consent of theLessor, the Lessee shall not be permitted:

 

a.                                       to carry out, or cause to be carried out, anychange or alteration in or to the leased space;

b.                                      to attach to and/or to keep any items on,outside, or at the leased space, including name designations, advertising,hoardings, announcements, publications, structures, scaffolding, packaging,pieces of carpentry, automatic machines, lighting, sun blinds, aerials (withaccessories), flagstaffs, etc., or to render the windows opaque;

c.                                       to damage the leased space, or cause it to bedamaged, including by making holes in the walls and/or using conveyances whichmay damage the floors;

d.                                      to carry out actions, or cause actions to becarried out, in relation to the central installations;

e.                                       to transfer some or all of the leased space toa third party by letting it, subletting it, or permitting it to be used, or totransfer some or all of the rights under the lease to a third party or tocontribute them to a company, partnership, etc., or, if they form part of acommunity of property, to partition the rights under the lease in the event ofsuch community of property being partitioned, or cause them to be sopartitioned. The above shall not apply if the third party referred to in thisparagraph

 

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belongs to the same legal entity as that to which the Lessee belongs. In suchevent, the Lessee shall immediately provide the Lessor with details of the useras if the user were the main Lessee.

 

In the above cases in which the Lessor has given its consent, or if itsconsent is not required, the main Lessee shall continue to be jointly andseverally liable in respect of all obligations arising from the lease, inaddition to the subtenant/subtenants or user/users or the lessee/lessees thathave taken its place;

f.                                         to keep goods outside the leased property;

g.                                      to have any environmentally hazardous items in,on, or at the leased property, including malodorous, inflammable, explosive,etc. materials, except if such are contained in retail packaging;

h.                                      to gain access to the roofs, flat roofs,gutters, and other areas not intended for general use, or to allow others suchaccess;

i.                                          to gain access to the service or equipmentareas of the building/complex of which the leased space forms part, or to allowothers such access;

j.                                          to impose a load on the floors of the leasedspace, or of the building/complex of which it forms part, greater than thatwhich is structurally permissible; the Lessee declares that it is aware of themaximum structurally permissible floor load;

k.                                       to utilize the leased space, or allow it to beused, in such a way that this may lead to damage or may affect the standing ofthe leased space;

l.                                          to carry out public or private sales, calls fortenders, lotteries, public performances, etc., in, on, or adjacent to theleased space;

m.                                    to park conveyances, or cause them to beparked, otherwise than in the designated places.

 

Ifthe leased space forms part of a building/complex, the above provisions shallalso apply, insofar as applicable, to the other areas of the building/complex.

 

TheLessor may attach conditions to its consent and, unless agreed otherwise, shallbe entitled to withdraw that consent at any time. In the event of anycontravention of the above or non-compliance with the above, the Lessor shallbe entitled to take any necessary measures itself at the expense of the Lessee.

 

ARTICLE 3

RENT ADJUSTMENT

 

Ifthe lease provides that the rent is to be adjusted periodically, the followingarrangements shall apply:

 

1.                                       The rent shall be adjusted – in each case afterthe conclusion of the periods specified in the lease and for the first time onthe date specified in the lease – on the basis of the full annual consumerprice index for family consumption, series relating to employees’ families witha family income in 1985 below the wage threshold for compulsory national healthinsurance (1985 = 100), as published by Statistics Netherlands (CBS) inVoorburg/Heerlen.

 

The adjustment will in each case be calculated as follows:

 
| adjusted  rent      =         | X                                                                          |   |   |
|-------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|--------|--------|
|                                                                                      | Y   multiplied  by the rent in the first year of the lease, |   |   |
|                                                                                      |                                                                       |   |

 

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with X being the above-mentioned price index for the calendar year prior tothe year in which the rent is adjusted

 

and with Y being the above-mentioned price index for the calendar yearprior to the commencement date of the lease.

 

2.                                       The adjusted rent shall not, however, be anylower than the rent applying on the date of the adjustment.

 

3.                                       Rent adjustments shall apply even if the Lessorhas not informed the Lessee of the adjusted rent (or has not done so in goodtime).

 

4.                                       Should Statistics Netherlands at any timeswitch to publishing the consumer price index for family consumption on a morerecent time basis, future adjustments will take account of the figures in thenew series, if necessary after linking these figures to the figures in previousseries. The method of linking will be determined in consultation withStatistics Netherlands.

 

5.                                       Should the price index figure X referred to inparagraph 1 not be announced in good time, the new rent will be temporarily seton the basis of the data available to the Lessor at that point.As soon as the official data are available, the rent will be corrected withretroactive effect, the amount charged in excess or the amount owing being setoff.

 

ARTICLE 4

TERMINATION OF LEASE

 

1.                                       Upon the lease terminating or when the Lesseeleaves the leased space, the Lessee shall be obliged to deliver the leasedspace to the Lessor in the original, good condition to the satisfaction of theLessor, completely vacated (except for the goods which are the property of theLessor), free of rights of use, and properly cleaned, and to provide all keysto the Lessor.

 

Unless the Parties agree otherwise, the Lessee shall be obliged toremove, to the satisfaction of the Lessor, all items which it has attached in,to, or on the leased space or which it has taken over from the previous lesseeor user.

 

The Lessee hereby irrevocably authorizes the Lessor to cause the leasedspace to be cleared or to have the said items removed at the expense of theLessee should the Lessee fail to comply with its obligations referred to inparagraph 1, without any further notice of default or demand being necessary.

 

2.                                       If the Lessee leaves the leased space, eitherin due time or otherwise, without providing the Lessor with the keys, theLessor shall be entitled to consider the lease as terminated; to gain access tothe leased space at the expense of the Lessee; and to take possession of theleased space; all this shall be without the Lessee thereby having any right toany compensation (including damages) or any other right.

 

3.                                       In the context of termination of the lease, theLessee and Lessor shall inspect the leased space and record its condition in aninspection report. Should the Lessee not cooperate with the inspection of theleased space and the recording of its condition, the inspection by the Lessorshall be binding vis-à-vis the Lessee. Prior to the end of the lease, theLessee shall be required to rectify any defects or

 

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damage which are identified during the inspection and which must be rectifiedat its expense, doing so to the satisfaction of the Lessor.

 

4.                                       The Lessee hereby irrevocably authorizes theLessor to rectify, on termination of the lease and at the Lessee’s expense andrisk, any damage or defects identified by the Lessor at the latter’sdiscretion, or to cause them to be rectified. The Lessee hereby declares, inadvance, that in such case it approves the performance, the costs, and theparty carrying out the work. The Lessee shall immediately reimburse the Lessorfor the costs.

 

5.                                       For the period of the rectification workreferred to in paragraph 4 above, calculated from the date on which the leaseterminates, the Lessee shall pay the Lessor an amount calculated according tothe most recent payment obligation.

 

6.                                       Any goods remaining in the leased space ontermination of the lease or when the Lessee leaves the leased space, may bedestroyed, removed, or appropriated by the Lessor at the expense of the Lessee,without the Lessor incurring any liability.

 

The Lessee hereby declares that in such cases it will be deemed to haveabandoned the goods. This shall not apply if any subsequent lessee informs theLessor – in writing and in good time prior to the end of the lease – that itwishes to take over the goods.

 

7.                                       For a period of one year prior to the end ofthe lease, or if the leased space is to be sold, the Lessee shall enable theLessor to view the leased space, after prior notice has been given by or onbehalf of the Lessor, for at least two working days a week; the Lessee shallalso allow the usual “To Let” or “For Sale” signs and notices to be displayedon the leased space.

 

ARTICLE 5

LIABILITY

 

1.                                       The Lessee shall be liable vis-à-vis the Lessorin respect of any damage or losses caused to or affecting the leased space (orthe building/complex of which the leased space forms part), unless the Lesseecan prove that such is not the fault of the Lessee itself, its staff, personswhom it has allowed access to the leased space, or persons for which it isresponsible.

 

2.                                       In the event of contingencies including fire,leaks, storm, frost, the inflow or outflow of water/gases/oil, other liquids orelectricity, the Lessee shall be obliged to immediately take appropriatenecessary measures – including measures to prevent freezing – to prevent and/orrestrict damage to the leased space and, if it is in its power, to adjoiningpremises and to the building/complex of which the leased space forms part.

 

3.                                       The Lessor shall not be liable for damage orinjury sustained by the Lessee, its staff, persons whom the Lessee allowsaccess to the leased space or to the building/complex of which it forms part orto items belonging to the Lessee; for the occurrence and consequences ofvisible or hidden defects in the leased space and/or the building/complex ofwhich it forms part; for the occurrence or consequences of weather conditions;for the non-availability of access to the leased space or of the supply of gas,water, electricity, heating, ventilation and/or air-conditioning; formalfunctioning of the installation or equipment; for the inflow or outflow ofgases or

 

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liquids; for fire, explosion, or other events; or for the occurrence andconsequences of disruption of quiet enjoyment under the lease and/or ofsupplies or services; all this being except for cases of damage resulting fromthe condition of the leased space insofar as the Lessor is guilty of grossnegligence or serious fault in that respect.

 

4.                                       The Lessee shall be obliged to immediatelyinform the Lessor in writing should any damage as referred to in paragraph 2 belikely to occur or have occurred; or if defects have occurred in the leasedspace or the building/complex of which it forms part; or if an event asreferred to in paragraph 3 occurs.

 

5.                                       The Lessee indemnifies the Lessor in respect ofclaims asserted by third parties regarding damage or injury to persons or goodsthat are in the leased space as a result of defects or events such as referredto in the present Article.

 

6.                                       The Lessee shall be liable for any damage,costs, or penalties caused or owing due to an act and/or omission on the partof the Lessee, its staff, persons whom it has allowed access to the leasedspace, or persons for whom it is responsible.

 

ARTICLE 6

BREACH OF CONTRACT

 

1.                                       Should the Lessee fail to comply properly withany obligation to which it is subject pursuant to the lease; or should theLessee request a suspension of payments, be declared insolvent, be placed underthe supervision of a trustee or guardian, offer a compromise that does not fallunder bankruptcy; or if an attachment is levied on some or all of its assets,if it loses its corporate personality, is dissolved or effectively wound up,ceases trading at the leased space, either entirely or to a significant extent;the lease shall be dissolved – insofar as legally permissible – without anynotice of default or judicial intervention being required, when the Lessor hasnotified the Lessee in writing that it wishes such dissolution to take effect.

 

2.                                       The Lessee shall be obliged to reimburse theLessor for any damage, costs, or interests on the part of the Lessor as aresult of the Lessee’s breach of contract or as a result of prematuretermination of the lease, including in the event of insolvency or a suspensionof payments. The said damages shall be deemed to include the rent, servicecosts (including heating costs), value added tax, and other amounts owingpursuant to the lease until the original contractually established terminationdate of the lease or until the leased space is let again (for the remainingterm of the lease on conditions that are no less favourable) to a lesseeconvenient to the Lessor; the costs associated with the new lease; and allcosts of measures, whether at law or otherwise, taken by the Lessor, includingthe cost of legal assistance, in connection with the Lessee’s breach ofcontract as referred to in the previous paragraph.

 

3.                                       The Lessee shall be deemed to be in default bythe mere expiry of a given time limit or by the mere fact of its breach asreferred to above.

 

4.                                       Should any amount owed by the Lessee pursuantto the lease not be paid promptly by the due date, the Lessee shall forfeit apenalty sum to the Lessor by operation of law for each case in which it is thusin default; the said sum shall be equal to the statutory monthly interestpercentage on the amount owing, with a minimum of NLG 250 a month,

 

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with any part of a month being counted as a full month.

 

5.                                       The provisions set out in paragraphs 1 to 4 ofthe present Article shall not affect the Lessor’s power to assert itsother rights, including its right to demand performance with the payment ofdamages, or dissolution, with the leased space being vacated and with thepayment of damages, pursuant to Section 1302 of the Dutch Civil Code [*Burgerlijk Wetboek*] or Section 39 ofthe Dutch Bankruptcy Act [*Faillissementswet*].

 

6.                                       The Lessee hereby irrevocably authorizes theLessor to itself perform, at the expense and risk of the Lessee, that which theLessee has failed to perform, or to cause such to be performed. The Lesseehereby declares that in such case it approves the performance, the costs, andthe party carrying out the work.

 

ARTICLE 7

BANK GUARANTEE

Unlessagreed otherwise in the lease, the following arrangements shall apply:

 

1.                                       As security for the proper performance of itsobligations arising from the lease, the Lessee, when the lease is signed, shallfurnish the Lessor with a bank guarantee convenient to the Lessor, provided bya major bank registered in the Netherlands, and conforming to the attachedmodel; the said bank guarantee shall also apply to renewals of the lease,including amendments to it, and shall remain valid until three months after thetermination of the lease; it shall also apply to the Lessee’s legal successors.

 

2.                                       Should a claim be made under the bankguarantee, the Lessee shall immediately furnish a new bank guarantee for theoriginal amount.

 

ARTICLE 8

MAINTENANCE, REPAIRS, AND REPLACEMENTS/INSPECTIONSETC.

 

For the account of the Lessee:

 

1.                                       In addition to what is provided for by law andcustom in this respect, and without prejudice to what is provided in Article 9,the Lessee shall in any case be obliged to carry out or perform the followingat its own expense and risk:

 

a.               internal and external cleaning of the leasedspace;

b.              maintenance and all repairs – including minorreplacements – within the leased space, including parking spaces, roads,grounds, gardens, fencing, exterior lighting, gas, water, and electricitypipes/cables, suspended ceilings, partition walls, doors, heaters, geysers,boilers, pantries and associated equipment, etc.;

c.               maintenance, repair and replacement of door andwindow hardware, taps, switches, power sockets, bells, lighting (includinglight fittings), sun blinds, floor covering, soft furnishings, window panes,interior paintwork, sinks, sanitary fittings, mirrors, toilet cisterns;

d.              maintenance (including cleaning and unblocking)of gutters (to be cleaned out annually); chimneys (to be swept annually); drainsand sewers; supply and drainage pipes (together with all associated work); andthe installations (to be serviced periodically);

e.               maintenance, repairs, and replacements that aremade necessary by the actions of the Lessee itself or of its staff, those forwhom it is responsible, and those whom it has allowed access to the leased space.

 

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For the account of the Lessor:

 

2.                                       The following shall be for the account of theLessor: maintenance, repair, and replacement of the structural components ofthe leased space, for example foundations, columns, girders, constructionalfloors, roofs, flat roofs, supporting walls, external walls (with the exceptionof window panes), boundary partitions, underground pipes/cables, outsidedrains, and also repairs and replacements of gutters, and large-scale repairsand replacements to the central installations and exterior paintwork. All this shall, however be without prejudice to the provisions ofparagraph 1.

 

3.                                       The Lessee shall be obliged to allow the workreferred to in the present Article to be carried out, together with anywork and/or measures necessary to investigate, prevent, or restrict damage tothe leased space, to adjoining premises, or to the building/complex of whichthe leased space forms part, and to cooperate with such work or measures,without thereby acquiring any right to the payment of damages, to a rentreduction, or to dissolution of the lease, even if the work takes longer than40 days.

 

4.                                       Should the Lessee, after receiving a reminder,fail to carry out the maintenance, repairs, replacements that must be carriedout at its expense pursuant to the present Article – or if the Lessorconsiders that such have been carried out in an inadequate or inexpert manner –the Lessor shall be entitled, and insofar as necessary is hereby irrevocablyauthorized by the Lessee, to have the said maintenance, repairs, orreplacements carried out at the expense and risk of the Lessee. The Lesseehereby declares, in advance, that in such case it approves the performance, thecosts, and the party carrying out the work. The Lessee shall immediatelyreimburse the Lessor for the costs.

 

Inspections etc.

 

5.                                       The Lessor, or persons appointed by the Lessor,shall at all times be entitled to enter the leased space in order to carry outvaluations, to inspect its state of repair, and in connection with the work andmeasures referred to in paragraph 3 above.

 

ARTICLE 9

COSTSINCURRED FOR POWER, GAS, WATER, ELECTRICITY, HEATING, SUPPLIES AND SERVICES

 

I.                                         In addition to the rent, the following shall befor the account of the Lessee: the costs incurred for the consumption of gas,water, heat, and electricity, including the connection costs and rent formeters, together with any other costs or penalties charged by the utilitycompanies. The Lessee shall itself conclude the relevant agreements with thebodies concerned, unless the leased space does not have separate connectionsand the Lessor deals with these matters, in which case the costs etc. shall bedeemed to be included in the supplies or services within the meaning ofparagraph IIB of the present Article.

 

No supplies or services

 

IIA.                           No supplies or services (“service costs”) shall be provided by theLessor. The Lessee, at its own expense and risk and to the satisfaction of theLessor, shall furnish the items/perform the activities, insofar aspresent/applicable, that are referred to in IIB

 

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below. The Lessee shall itself conclude service contracts, to be approved bythe Lessor, in respect of the installations.

 

Supplies and Services

 

IIB.

1.                                       Certain supplies and services shall be providedby the Lessor. The Lessee’s share – to be determined by the Lessor – of thecosts of the supplies and services provided by the Lessor for thebuilding/complex of which the leased space forms part shall be for the accountof the Lessee, even if the Lessee makes no use of the said supplies orservices.

 

The Lessee is aware of the said costs, which are stated in the enclosedsummary of costs or cost estimate, and declares that it agrees to them.

 

2.                                       The Lessor retains the right to increase orreduce the nature and scope of the supplies and services.

 

3.                                       As an advance payment towards the costsreferred to in paragraph I, the Lessee, simultaneously with the payment of therent for each rental period, shall pay an amount to be determined by the Lessor(for later set-off); the amount of the advance payment shall be determined bythe Lessor and may be amended in the interim to take account of the expectedcosts, with everything being at the discretion of the Lessor.

 

4.                                       Once each year, the Lessor shall provide theLessee with a statement of its share of the costs of supplies and services. Ifthe total of the advance payments made by the Lessee during the period coveredby the statement is greater than the costs, the Lessor shall refund the excesspaid within one month of the statement being sent.

 

If the total of the advance payments made by the Lessee during theperiod covered by the statement is less than the costs, the Lessee shall paythe difference to the Lessor within one month of the statement being received.

 

5.                                       If the heating costs component (which mayinclude the cost of hot water) of the supplies and services is divided inaccordance with the metering of heat consumption, the following arrangements shallalso apply:

 

Any dispute arising between the Parties regarding the statements shallnot release the Lessee from its above-mentioned obligation to pay. The Lesseeshall, however, be entitled to prove that the amount it owes or can claim as arefund differs from the amount stated by the Lessor; this shall, however, be onthe understanding that the information provided by “Warmtemeter B.V.” or acompany replacing it shall be binding with respect to the number of heat unitsconsumed and that the method of calculating the individual shares of thelessees of the building/complex of which the leased space forms part shall alsobe binding. In the event of damage, destruction, and/or fraud with respect tothe heat consumption meters, the Lessee, without prejudice to any rights whichthe Lessor may assert against it in this regard, shall be charged for heatingcosts based on consumption as estimated by “Warmtemeter B.V.” or a companyreplacing it; the Lessee shall also be liable in respect of the repair and/orreplacement cost of the heat consumption meters.

 

6.                                       The Lessor shall be entitled to change themethod of metering heat and

 

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hot water consumption and also the method of allocating the consumptioncosts. The Lessee hereby declares, in advance, that it agrees to such change.

 

7.                                       If heat is supplied from a centralinstallation, the Lessee shall not be entitled to have heat supplied during theperiod from 15 May to 15 September.

 

8.                                       Insofar as applicable to the building/complex –including communal grounds and car park – of which the leased space forms part,the costs for supplies and services shall include costs associated with:

a.               service contract, electricity consumption, fuelconsumption, water consumption, metering of consumption, operation,rectification of malfunctions, inspection costs, etc. in respect of:
| 1.  |   | lift/lifts                                                                 |
|-----|--------|----------------------------------------------------------------------------|
| 2.  |   | window  cleaning installation/installations                                |
| 3.  |   | air  conditioning system/systems                                           |
| 4.  |   | central  heating system/systems                                            |
| 5.  |   | hot  water system/systems                                                  |
| 6.  |   | pressure-water  system/systems                                             |
| 7.  |   | low  voltage system/systems                                                |
| 8.  |   | emergency  power supply/supplies                                           |
| 9.  |   | waste-water  pump/pumps                                                    |
| 10. |   | fire  alarm system                                                         |
| 11. |   | sprinkler  system                                                          |
| 12. |   | optimization,  monitoring, and security equipment                          |
| 13. |   | intercom/videophone  system                                                |
| 14. |   | bell  system                                                               |
| 15. |   | music  installation                                                        |
| 16. |   | waste  compressor                                                          |
| 17. |   | door  opener/key card reader etc.                                          |
| 18. |   | sun  blinds installation                                                   |
| 19. |   | car  park equipment (including CO2 installation and barriers)              |
| 20. |   | lightning  conductor installation                                          |
| 21. |   | firefighting  equipment (and replenishment)                                |
| 22. |   | aerials  installation (and alteration, connection, and subscription costs) |
| 23. |   | water  softening system                                                    |
| 24. |   | public  address system                                                     |
| 25. |   | automatic  sliding door installation                                       |
| 26. |   | kitchen  equipment                                                         |
| 27. |   | other  installations and equipment insofar as present                      |

 

b.              supplies for the Lessee’s own consumption ofwater, gas, and electricity, including the cost of meter rental

 

c.               sweeping of chimneys and cleaning of boilersand burners

 

d.              materials (including chemicals) for the airconditioning system

 

e.               shared lighting, including the cost offittings, tubes, and lamps

 

f.                 glass insurance for all windows

 

g.              cleaning of windows and window frames(exterior)

 

h.              cleaning of windows and window frames (interiorand exterior) of general, shared, and service areas

 

----

 

 

i.                  waste disposal and everything associated withit

 

j.                  garden maintenance

 

k.               costs of any car park space

 

l.                  cleaning costs for general, shared, and serviceareas, communal grounds, car parks, roads, etc.

 

m.            maintenance and replacement of flower tubs andof furniture and soft furnishings in the general, shared, and service areas

 

n.              caretaker/caretakers, porter/porters, securityguard/guards, and other officials performing services in respect of thebuilding/complex of which the leased space forms part (including freeaccommodation, telephone, etc.)

 

o.              contract for roller towels, soap dispensers, etc.

 

p.              other supplies and services

 

q.              value added tax on the costs of supplies andservices

 

r.                 management and administration of supplies andservices, plus any value added tax due.

 

9.                                       The supplies and services shall be based onutilization of the leased space during normal working hours.

 

ARTICLE 10

PAYMENTS

 

1.                                       All payments by the Lessee must be made nolater than on the relevant due dates, in Dutch legal tender, and in the mannerspecified by the Lessor. The Lessor shall be entitled to specify a differentmanner for payment.

 

2.                                       The Lessee shall not be entitled to invoke anydeduction or compensation in respect of a claim which it has, or considers it has, vis-à-vis the Lessor.

 

3.                                       The Lessor shall be entitled to determineagainst which amounts owed by the Lessee it will credit payments made by theLessee.

 

ARTICLE 11

TAXES, CHARGES, LEVIES, PREMIUMS ETC.

 

Taxes etc.

 

1.                                       The following shall be for the account of theLessee:

a.               property tax in respect of the actual use ofthe leased space (and the actual joint use of general, service, and sharedareas), even if it is the Lessor which is assessed for that tax;

b.              other taxes, charges, and dues (includingfrontage dues) in respect of the leased space and items belonging to theLessee/Lessees;

c.               environmental protection levies, including thesurface water pollution levy, charges for waste water purification, and chargesin respect of environmental protection forming part of any other levy.

 

----

 

2.                                       If the Lessor is charged a higher premium thannormal for fire insurance for the leased space or for the building/complex ofwhich the leased space forms part due to the Lessee’s conduct of its professionor business there, the excess shall be for the account of the Lessee. TheLessor shall be at liberty to choose the insurance company and to determine theinsured value.

 

Value added tax

 

3.                                       Unless provided otherwise in the lease, thefollowing arrangements shall apply:

a.               the Lessee and the Lessor agree that they willsubmit a request, in accordance with the attached model, within the meaning of Section 11(1)(b)(5e)of the 1968 Turnover Tax Act [*Wet op de Omzetbelasting1968*];

b.              to that end, the Lessee shall co-sign therequest drawn up by the Lessor when it signs the lease;

c.               if the release from the exemption within themeaning of paragraph a is not granted, the Lessee shall, in the same way, paythe Lessor amounts equal to the prevailing value added tax.

 

4.                                       The Lessee shall pay the sums falling to itsaccount as referred to in the present Article at the Lessor’s firstrequest.

 

ARTICLE 12

JOINT AND SEVERAL LIABILITY

 

1.                                       Should several persons have committedthemselves as Lessee, each of them shall at all times be jointly and severallyliable vis-à-vis the Lessor in respect of all obligations arising from thelease and shall be deemed to have waived its right to invoke the provisions ofSections 1460(1) and 1476 of the Civil Code.

 

2.                                       Rental obligations shall be indivisible,including with respect to the Lessee’s heirs and legal successors.

 

ARTICLE 13

COSTS

 

Anycosts arising from the lease, including judicial costs, shall be for theaccount of the Lessee.

 

ARTICLE 14

RESOLUTIVE CONDITIONS

 

The lease is concluded with the following resolutive conditions:

 

a.               the leased space is not at the disposal of theLessor, vacated and free of tenancy and other rights of use, on thecommencement date of the lease;

 

b.              the Lessor has not obtained any permitsrequired by the authorities, however such may be termed, necessary for thespace to be leased by the commencement date of the lease;

 

c.               the leased space has not been completed beforethe commencement date of the lease.

 

Inthe event of dissolution pursuant to the above resolutive conditions, theLessor shall not be under any obligation vis-à-vis the Lessee,

 

----

 

including any obligation to pay any compensation (including for damages).

 

Itshall be solely the Lessor that may invoke the resolutive conditions referredto in paragraphs a, b and c above.

 

ARTICLE 15

DOMICILE/PROPERTY MANAGER

 

Domicile

 

1.               The Lessee elects domicile at the leased spacein respect of everything concerning the lease. The Lessor elects domicile atthe offices of *De Elf Provinciën B.V*.

 

Property manager

 

2.               The Lessor shall be entitled to be representedby a third party (the “property manager”) in respect of some or all mattersconcerning the lease. Should this be done, the Lessee shall contact theproperty manager, exclusively, in respect of the matters concerned. The Lessorshall be entitled to replace the property manager by a different propertymanager or to cease to be represented by the property manager.

 

----

 

RENTAL AGREEMENT (new build)

 

Theundersigned: Management and administration office, De Elf Provinciën**B.V., situated in Maarssen

 
| On  behalf of the owner: | B.R.O.G.  B.V. |
|--------------------------|----------------|
| Situated  in:            | Maarssen       |

 

hereafter referred to as the Lessor

and

TripleP Management B.V., or affiliated companies, situated in Vianen.

 

hereafter referred to as the Lessee

 

Lesseeleases office space from Lessor on the Ir. D.S. Tuynmanweg 10 in Vianen;

 

Lesseehas made known to Lessor its need to lease new office space of around 6,000square meters.

 

Inthis context, Lessee has approached an architect. In conjunction with theLessee and the building contractor, this architect has conducted talks, whichhas resulted in specifications dated 30 August 1996 with relevant designsand the addendum of additions. Based on these specifications, the buildingcontractor has confirmed that he is able to build the leased space within theframework of the agreement made with the Lessor.

 

declare that they have agreed the following:

 

Article 1leased space / designated use

 

1.                                      Lessor leases to Lessee, who leases from theLessor, the office building of 6,000 square meters to be new built according tothe specifications dated 30-8-1996 and designs with the addendum ofadditions, inclusive 100 extra parking spaces lying adjacent to the currentoffice building at Ir. D.S. Tuynmanweg 10 in Vianen, known sufficiently toparties.

 

2.                                      Lessee shall use the leased space solely asoffice space, service space and storage space.

 

Article 2rental period / renewal

 

1.                                      This rental agreement is entered into for theduration of 10 years, beginning 1 August 1997 and thus terminating on 31 July 2007having regard to that which is specified in article 10 of this agreement

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Article 3 rent / rent adjustments

 

1.     The rent amounts to NLG 1,298,000.00 per annum(one million two hundred and ninety-eight thousand guilders) to be paid inadvance in 4 quarterly terms, each of NLG 324,500.00, at the latest on thefirst day of each quarter by payment or transfer to the account number23.61.32.059 of the Generale Bank Utrecht in the name of the Lessor.

 

From1 August through 31 January 1998, a rent-free period applies suchthat the obligation of payment commences on 1 February 1998, having regardto that which is specified in article 10 of this agreement.

 

2.     The rent shall be modified annually on 1 January forthe first time one year after the building is completed as stated in article 3of the General Terms and Conditions.

 

Article 4Option for VAT payment

 

Allamounts mentioned in this agreement are exclusive of value added tax. Lessee isrequired to pay value added tax on the rent as well as on the charge foradditional supplies and services. The value added tax is charged by the Lessorand is required to be paid at the same time as the charge for additionalsupplies and services, or the advance for same, and is related to that which isspecified in article 11 paragraph 3 of the General Terms and Conditions.

 

Lesseegrants an irrevocable authority to the Lessor and/or its legal successor orsuccessors in order to, on their behalf, submit a request as intended in Section 11(1)(b)(5e)of the 1968 Turnover Tax Act [*Wet op deOmzetbelasting 1968*]; (option request for taxed rent). If required,Lessee shall countersign this request and return it to the possession of theLessor within 14 days of receiving it from the Lessor

 

Lesseestates that for the entire rental period of the current rental agreement,including any renewals granted, it shall use the leased space for 90% or morefor tax-deductible activities. Lessee is obliged to submit this statement toLessor annually.

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Inaddition to the rent and the charge for additional supplies and services or theadvance related hereto, Lessee is obliged to pay an amount that corresponds tothe amount of value added tax that would be owed in the case that an optionrequest for taxed rent was approved by the tax authorities, if the optionrequest is not submitted within the period allowed for this or, as the case maybe, it is not made available, or this has lapsed or shall lapse as a result oflegal measures, which directly or indirectly leads to a revision of the valueadded tax on input on the part of the Lessor.

 

Inthe case that the Lessor alienates the leased space or the building or complexof which it is a part and the new owner also opts for taxed rent, Lessee isequally bound to that which is specified in this article.

 

Lesseeshall, in addition to the rent, pay the applicable value added tax andundertakes to be bound by that which is specified in article 11 paragraph3 of the General Terms and Conditions.

 

Article 5supplies and services

 

1.                                      With respect to the supplies and services, thatwhich is specified in article 9 paragraph II A / paragraph II B of theGeneral Terms and Conditions is applicable.

 

Article 6bank guarantee

 

Withrespect to the security provided by the Lessee, that which is specified in article 7of the General Terms and Conditions applies, namely amounting to NLG385,000.00.

 

# *To be providedupon delivery*(handwritten)

#  

Article 7General Terms and Conditions

 

Insofaras nothing else is agreed, the rental agreement is entered into under theGeneral Terms and Conditions for the Leasing of Business Premises such as havebeen determined on 1 June 1990, which General Terms and Conditions form anindissoluble whole with the aforementioned rental agreement, a copy of whichLessee states to have received and with which it states to be familiar and inagreement with.

 

Article 8Delivery

 

The leased space shall be made available toLessee in compliance with the specifications still to be signed and conditionswith corresponding designs, but excluding the separating walls and computerfloor.

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Article 9 Special provisions

1.               In deviation from the provisions of the GeneralTerms and Conditions, the Parties hereby agree as follows:

•                                Article 1(2): add: “except for normal wearaffecting the floor covering”;

•                                Article 1(4): Insert after firstoccurrence of the word “Lessor”: “except the movable partition walls”;

•                                Article 2(6): deleted;

•                                Article 2(8): deleted;

•                                Article 2(9): deleted;

•                                Article 2(10): paragraphs 1 to 4: deleted;

•                                Article 2(11): insert after “Lessor”: “TheLessor shall not withhold its consent unreasonably.”;

•                                Article 2(11)(a):insert at end: “, except positioning/moving the movable partition walls”;

•                                Article 2(11)(d):insert at end: “other than for maintenance and normal use”;

•                                Article 2(11)(h) and(i): insert: “other than to carry out work arising from the agreed maintenanceobligations”;

•                                Article 3(1): replace the words “familyconsumption, series relating to employees’ families with a family income in1985 below the wage threshold for compulsory national health insurance (1985 =100)” by “consumer price index (CPI), series CPI Employees Low (1990 = 100)”;

•                                Article 4(1): insert after “property ofthe Lessor”: “and those which the Lessor stated, when approving theirinstallation, would not need to be removed”;

•                                Article 4(1): insert after “good condition”:“– allowing for normal wear and tear –”;

•                                Article 4(7): add: “without this having anunreasonable negative effect on the Lessee’s normal business operations”;

•                                Article 5(3): delete the words “gross” and“serious”;

•                                Article 6(1): insert after “some or all ofits assets”: “such that proper compliance with the provisions of this agreementis likely to be endangered”;

**•**                                Article 6(3): delete and replace by: “If acertain term has been set for compliance/performance, the Lessee shall bedeemed to be in default by the mere expiry of that term; in all other cases,the Lessee shall only be in default after a written demand or notice of defaulthas been given.”;

•        Article 6(4):delete the word “penalty”;

•                                Article 8(2): insert after “exteriorpaintwork”: “, and more extensive work on the roads and parking spacesbelonging to the leased space”;

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

•                                Article 8(3): add: “The Lessor undertakesto carry out the work and/or measures referred to, or cause it/them to becarried out, as far as possible in consultation with the Lessee and in such away as to impede the Lessee’s normal business operations as little as possible.”;

•                                Article 8(5): add: “in consultation withthe Lessee”;

•                                Article 14: delete in its entirety.

 

Article 10 delivery date / starting date rental agreement

 

1.               The delivery of the leased space in compliancewith the addendum of additions shall take place at the latest 1 August 1997.

 

The delivery can take place later than 1 August 1997 in the case ofunforeseen circumstances such as an extremely long winter; violence of war,etc.

 

2.               If the leased space, for whatever reason, ismade available to Lessee at another time, the commencement of the rent paymentshall take place later or earlier as the case may be; the expiry date of therental agreement shall remain unchanged.

 

Article 11 resolutive condition *See side letter dated 2 Oct. 1996(handwritten)*

 
| THUS  DRAWN UP AND SIGNED IN DUPLICATE |   |
|----------------------------------------|--------|
|                                   |   |
| PLACE                                  |   |
| PLACE                                  |   |
|                                   |   |
| DATE                                   | DATE   |
|                                   |   |
| LESSOR                                 |   |
| LESSEE                                 |   |

 

----

 

RENTAL CONTRACT (existing property)

 
| The  undersigned : |   | Management  and administration office |
|--------------------|--------|---------------------------------------|
|               |   | De Elf  Provinciën* *B.V.,  |
|               |   | situated  in Maarssen                 |

 

Onbehalf of the owner:

Situatedin:                              Maarssen

 

Hereafterreferred to as the Lessor

and

TripleP Management B.V., or affiliated companies, situated in          ..

in this legally represented by          .

 

hereafter referred to as the Lessee

 

declare to have agreed upon:

 

Article 1leased space / designated use

 

1.                                       Lessor leases to Lessee, who leases from theLessor Ir. D.S. Tuynmanweg 10 in Vianen as specified on the designcorresponding to this contract, familiar to parties, hereafter referred to asthe leased space.

2.                                       Lessee shall use the leased space solely asoffice space, service space and storage space.

 

Article 2rental period / renewal

 

1.                                       This rental agreement is entered into for theduration of 10 years, beginning 1 October 1994 and thus terminating on 30 September 2004.

2.                                       Lessee has the right to renew the contracttwice under the same conditions by a succeeding period of 5 years each time,accordingly through to 30 September 2009, and 30 September 2014respectively.

 

Inthe case that Lessee does not wish to exercise its right of renewal of thecontract, it must inform the Lessor of this in writing at least one year priorto the expiry date – accordingly before 1 October 2003 at the latest – inwhich case the contract expires on the date mentioned in paragraph 1.

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

3.                                       In the absence of a written notice by one ofthe parties at the latest one year before the expiry of the term for which theoriginal rental period was agreed to be renewed, the rental contract isconsidered to be continued from year to year, each time for a five-year period.

 

Inthat case, unilateral termination by one of the parties can take place onlyhaving regard to a period of notice of at least one year commencing from eachpayment period.

 

4.                                       All official notifications regarding thisquestion must be done per recorded delivery or writ of execution.

 

Article 3 rent / rentadjustment

 

1.                                       The rent amounts to NLG 1,800,000.00 per annum(one million eight hundred thousand guilders) to be paid in advance in 4consecutive quarterly terms, each of NLG 450,000.00, at the latest on the firstday of each month for the first time before or on 1 October 1994 bypayment or transfer to the account number 23.61.32.059 CLN Utrecht in the nameof the Lessor.

2.                                       The rent shall be adjusted annually on 1 January forthe first time on 1 October 1996 and subsequently as stated in article 3of the General Terms and Conditions.

 

Article 4Option for VAT payment

 

Lesseeshall, in addition to the rent, also pay the relevant value added tax andundertakes to be bound by that which is specified in article 11 paragraph3 of the General Terms and Conditions.

 

Article 5supplies and services

 

1.                                       With respect to the supplies and services, thatwhich is specified in article 9 paragraph II A / paragraph II B of theGeneral Terms and Conditions is applicable.

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Article 6bank guarantee

 

Withrespect to the security to be provided by the Lessee, that which is specifiedin article 7 of the General Terms and Conditions applies, namely amountingto NLG 525,000.00

 

Article 7General Terms and Conditions

 

Insofaras nothing else is agreed, the rental agreement is entered into under GeneralTerms and Conditions for the Leasing of Business Premises such as have beendetermined on 1 June 1990, which General Terms and Conditions form anindissoluble whole with the aforementioned rental agreement, a copy of whichLessee states to have received and with which it states to be familiar and inagreement with.

 

Article 8Delivery

 

Theleased space shall be made available to Lessee with the following affairsincluded in the rental amount:

2passenger lifts, 1 electrical goods lift, a sanitary group on each floor,central heating, air conditioning, and raised “computer floors”.

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Article 9 Special provisions

 

1.                                       Supplementary to that which is stated in article 3paragraph 3, the Parties agree that the rent adjustment for the first threelease years shall not amount to more than 9% (nine per hundred) cumulatively.

2.                                       In deviation from the provisions of the GeneralTerms and Conditions, the Parties hereby agree as follows:

•                                          Article 1(2): add: “except for normal wearaffecting the floor covering”;

•                                          Article 1(4): Insert after firstoccurrence of the word “Lessor”: “except the movable partition walls”;

•                                          Article 2(6): deleted;

•                                          Article 2(8): deleted;

•                                          Article 2(9): deleted;

•                                          Article 2(10): paragraphs 1 to 4: deleted;

•                                          Article 2(11): insert after “Lessor”: “TheLessor shall not withhold its consent unreasonably.”;

•                                          Article 2(11)(a):insert at end: “, except positioning/moving the movable partition walls”;

•                                          Article 2(11)(d):insert at end: “other than for maintenance and normal use”;

•                                          Article 2(11)(h) and(i): insert: “other than to carry out work arising from the agreed maintenanceobligations”;

•           Article 3(1): replace the words “familyconsumption, series relating to employees’ families with a family income in1985 below the wage threshold for compulsory national health insurance (1985 =100)” by “consumer price index (CPI), series CPI Employees Low (1990 = 100)”;

•                                          Article 4(1): insert after “property ofthe Lessor”: “and those which the Lessor stated, when approving theirinstallation, would not need to be removed”;

•                                          Article 4(1): insert after “good condition”:“– allowing for normal wear and tear –”;

•                                          Article 4(7): add: “without this having anunreasonable negative effect on the Lessee’s normal business operations”;

•                                          Article 5(3): delete the words “gross” and“serious”;

•                                          Article 6(1): insert after “some or all ofits assets”: “such that proper compliance with the provisions of this agreementis likely to be endangered”;

•                                          Article 6(3): delete and replace by: “If acertain term has been set for compliance/performance, the Lessee shall bedeemed to be in default by the mere expiry of that term; in all other cases,the Lessee shall only be in default after a written demand or notice of defaulthas been given.”;

•                                          Article 6(4): delete the word “penalty”;

•                                          Article 8(2): insert after “exteriorpaintwork”: “, and more extensive work on the roads and parking spacesbelonging to the leased space”;

 

 
| initials of Lessor: |   | initials of Lessee: |
|---------------------|--------|---------------------|

 

----

 

•                                          Article 8(3): add: “The Lessor undertakesto carry out the work and/or measures referred to, or cause it/them to becarried out, as far as possible in consultation with the Lessee and in such away as to impede the Lessee’s normal business operations as little as possible.”;

•                                          Article 8(5): add: “in consultation withthe Lessee”;

•                                          Article 14: delete in its entirety.

 

3.               Lessee has the right of first refusal of alease offer for the extension of the building development upon the terrain ofthe leased space.

 
| THUS  DRAWN UP AND SIGNED IN DUPLICATE |   |
|----------------------------------------|--------|
|                                   |   |
| PLACE                                  |   |
| PLACE                                  |   |
|                                   |   |
| DATE                                   | DATE   |
|                                   |   |
| LESSOR                                 |   |
| LESSEE                                 |   |

 

5

----

 

APPENDIX TO THE RENTAL AGREEMENT

As per 1 October 1994 through to 30 September 2004Ir. D.S. Tuynmanweg 10 (9882 m2) in VianenLessee Triple-P Management b.v.

 

Takinginto account that:

 

a.                                       As stated in writing on 3 June 2003,Lessee Triple-P has terminated the rental agreement per expiry date 30 September 2004.

b.                                      Throughout the period of October 2003through to March 2004, various discussions took place between De ElfProvinciën**and Triple-P with aview to entering into a new rental agreement commencing 1 July 2004 forthe period of 10 years (10 years) and therefore running through to 30 June 2014,with an option of two terms, each of 5 years.

c.                                       The discussions resulted in a definitiveagreement “document complete laying down of agreements made version 30 March 2004”(which was textually modified on 8 April 2004)containing the agreements regarding the rental agreement (rent-free period of 1year per 1 July 2004 – internal modernization of the property to the limitof EUR 1,025,255.24 (annual rent) – definitions of major and minor maintenance,etc.).

d.                                      As stated in writing on 29 April 2004reference 04042901-Fx-TK (Mr H. Crijns) Triple-P confirmed to De ElfProvinciën**that on the basis ofthis document, Lessee Triple-P shall renew the rental agreement with the Lessorfor the duration of 10 years. This written statement was necessary since thecommencement of the internal renovation was scheduled for 3 May 2004.

 

Bysigning this agreement, the Parties declare to be in agreement with thefollowing:

 

1.                                       The current rental agreement is to beterminated per 1 July 2004.

2.                                       The rental agreement is to be renewed by aperiod of 10 years, ending 30 June 2014, with the option of two additionalterms, each of 5 years, through to, respectively, 30 June 2019 and 30 June 2024.

3.                                       The renewal of the rental agreement per 1 July 2004is to take place according to the agreements that were laid down in theattached document “complete laying down of agreements made”, which document isinextricably linked to the renewal of the rental agreement per 1 July 2004and in its entirety is completely part of the renewed rental agreement per 1 July 2004.

4.                                       The net starting rent per 1 July 2004amounts annually to EUR 1,025,255.24, to be extended by VAT, to be paid in 4quarterly terms. Indexation is in compliance with that stated in the currentrental agreement per 1 January of each year for the first time on 1 January 2005based on the annual average index figures as published by the CPI.

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

----

 

Appendix rental agreementIr. D.S. Tuynmanweg 10, Vianen per 1 July 2004

 

5.                                       The first lease year running from 1 July 2004through to 30 June 2005 is a rent-free period. Lessee Triple-P thereforeis not required to pay any rent for this rental period.

6.                                       All other affairs contained in the currentrental agreement commencing 1 October 1994 that arenot mentioned above remain applicable and unchanged.

 
| Maarssen/Vianen                                           .  2004 |                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|
|                                                                                                                                                                                                                                                                           |                 |
| The  Lessor                                                                                                                                                                                                                                                                    | The  Lessee          |
|                                                                                                                                                                                                                                                                           |                 |
| On  behalf of owner                                                                                                                                                                                                                                                            | Triple-P  management |
| b.v.                                                                                                                                                                                                                                                                           |                 |
| Kerkebosch  Beleggingsmaatschappij                                                                                                                                                                                                                                             |                 |
| De Elf  Provinciën b.v.                                                                                                                                                                                                                                                   |                 |
|                                                                                                                                                                                                                                                                           |                 |
|                                                                                                                                                                                                                                                                           |                 |
| P.W.  Maarsman                                                                                                                                                                                                                                                                 | H. Crijns  CEO       |

 

 

Appendix:Document complete laying down of agreements made Thisdocument should be initialed on each page and signed on the last page byboth Lessor and Lessee.

 

----

 

Completelaying down of agreements made regarding new rental agreement for the officebuilding Ir. D.S. Tuynmanweg 10 in Vianen (not the New Build) commencing 1 July 2004for 10 years and therefore terminating 30 June 2014, with an option fortwo additional terms, each of 5 years.

 

1.               Lessor makes available the amount of one year’srent (net) (EUR 1,025,255.24) for modernizing the property. This amount shallbe used completely for renovating the furnishings within the building – thelighting – movable and/or soundproof walls – flooring, paintwork and themodernization of the reception counter area, all this as indicated in thebudget specified by Mr Uiterwaal. From this amount too, the costs will bepaid for an interior decorator (chosen by Triple-P) to a maximum of EUR15,000.00.

2.               With regard to the allocation of aforementionedamount, parties have agreed that the choice of materials to be used will betaken jointly, whereby the advice of the interior decorator weighs heavily.Both Triple-P and the Lessee are authorized to request a separate quotation foreach activity to be performed in order to gain certainty regarding the optimaluse of the amount made available. In cases where the total value of thequotations do not, or hardly, deviate from each other, the parties shall make achoice after discussion. In cases where the total value of quotations deviateand there is no difference in quality, the choice will be made in the firstinstance for the cheapest, taking into account, however, the solvability andskills of the party giving the quotation.

3.               All invoices shall be made out in the name ofthe Lessor and the Lessor shall pay these in an adequate manner as soon asTriple-P indicates through an authorization signature that its content is incompliance with the agreement made with the contractor and/or contract party.This applies for all invoices and payments up to the maximum amount specifiedin art. 1. Once the maximum amount made available is reached, all invoicesthereafter shall be made out in the name of Triple-P and be paid by Triple-P(see article 1). In this way, Lessee also remains aware of the status ofthe amount made available.

4.               Parties agree that they will refrain frommaking additional agreements with suppliers, designed to financially benefitone of the parties at the cost of the amount made available. If a discount isgiven by a supplier, then this will reduce the costs and more money will remainfrom the amount made available.

5.               Lessor and Lessee are aware that themodernization of the property is predominantly concentrated on the three upperfloors and the reception area, and a limited number of offices on the firstfloor. A large part of the first floor will be used as office space (storage –warehouse)

6.               Parties agree that after signing the rentalagreement commencing 1 July 2004, a start will be made immediately withthe above-mentioned activities, whereby the amount of EUR 1,025,255.24specified in art. 1 of this document is made available immediately for theadaptations and/or modernization but the amount shall remain financially in thehands of the Lessor.

7.               In addition to that which isspecified in art. 1 of this document, Lessor offers a rent-free periodof one (1) year commencing 1 July 2004, which is hereby accepted byTriple-P.

8.               Lessor binds itself to replace the rejectedinstallations and/or installations that no longer meet the requirements set bythe government, under which fall the following: fire alarm installationincluding cables and adaptations in compliance with

 

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the demands of the local fire department and theemergency lighting installation.

9.               Lessor shall also further install the roll-outof the new air treatment installation, which has already been installed on thesecond and third floors, on the first floor and the fourth floor. The tasksconcerning the roll-out shall take place as much as possible together with thetasks of the modernization of the property.

 

 
| Initials Lessor: |   | Initials Lessee: |
|------------------|--------|------------------|

 

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10.         Lessor shall resolve the current problems concerning the roll-out of thenew air treatment installation on the second and third floors, whereby thepriority will be that it is done so that Triple-P does not contribute to thecosts.

11.         Lessor guarantees that the new heat pumps shall possess the samecapacity as the old ones. Where it is uncertain whether this is in fact thecase, this will be investigated and, if necessary, the capacity will beincreased to the level of the old heat pumps. Once the roll-out of the newinstallation on the first floor and the fourth floor is completed, theinstalled capacity will match the replaced capacity of the old situation.

12.         At various locations, the heat pump filters can only be replaced afterremoving large parts of the flooring. Lessor shall introduce or shorten thefloor supports if necessary so that no more than 4 floor tiles need to be takenout to enable the heat pump filters to be replaced. On a number of days percalendar year, complaints were received regarding odor nuisance, probablycaused by the siphons for the heat pump discharge running dry. This complaintwill be investigated in more detail throughout the preparatory phase. Aproposal for resolving this problem will be presented to Triple-P for approvalbefore commencement of work. The proposal will be implemented during theconstruction work. In one of the eight cooling systems already renovated, somuch freon was present (in excess of 30 kg) that maintenance of this oneinstallation will cost more due to legal requirements, that the system willneed to be checked for leak-tightness 4 times a year. This will result in 4man-days of work on an annual basis. Lessor shall, as far as reasonablypossible, try to limit the amount of freon in thisinstallation to below 30 kg. During the further renovation of the installation,a similar situation will be prevented, as far as is reasonably possible.

13.         Lessor shall be responsible for the optimization of the buildingmanagement system. The new BMS will fulfill the same task as the old one.Deviations from this shall be made known to the Lessor in writing before thecommencement of the internal renovation. The new BMS will only be able to bemade fully operational when all heat pumps have been renovated. The BMS will becompleted at the latest 2 months after completion of the construction work.

14.         Parties agree to read the interpretation of the rental contract,particularly with regard to the definitions of minor and major maintenance asfollows:

Lessoris responsible for repair, replacement of parts and renovations toinstallations belonging to the leased space. Small-scale repairs, i.e. minorand/or day-to-day maintenance in the legal sense, and renovation of financiallysmall parts during routine and corrective maintenance are for the account ofthe Lessee.

 

Partiesagree that as long as the costs of small-scale repairs inclusive renovations ofa part are lower than 10% of the book value of the part/unit of theinstallation to be repaired, the costs shall be wholly for the account of theLessee. It is emphasized that the book value of a part/unit shall never be lessthan 25% of the invested value. Units are considered to be, for example: heatpumps – engines – kitchen boiler for the benefit of the toilet groups, etc.

 

Thefollowing assumptions are made regarding the depreciation periods of thetechnical installations:

 
| lifts             |   | 30  years |   | glass  washing installation |   | 15  years |
|-------------------|--------|-----------|--------|-----------------------------|--------|-----------|
| air  treatment    |   | 20  years |   | electrical  heating         |   | 20  years |
| air  conditioning |   | 15  years |   | pressure  water             |   | 10  years |
| automatic  doors  |   | 10  years |   | steam  humidifier           |   | 15  years |
| GBS  and BMC      |   | 15  years |   |                        |   |      |

 

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Forall other installations, a depreciation period of 10 years applies. Thoseinstallations that are the property of Triple-P do not fall under “installations”.These include kitchen installations and the access control system.

 

Partiesshall determine jointly the so-called “null-situation” of the existinginstallations at the commencement of the renewed rental agreement as per 1 July 2004.

 

15.         As soon as it has been irrevocably determined that Lessor has beennegligent in carrying out the necessary repairs, replacement and/or renovation,Triple-P is free, after first making this known to the Lessor (while specifyinga reasonable period for rectifying the deficiency) to have the work done on theaccount of the Lessor.

16.         Triple-P has made it known that the current barrier installation needsto be replaced. Lessor persists in claiming that it is not, nor will it become,the owner of the barrier installation. Taking into account that in 2007 thepossibility exists that Triple-P will terminate the rental agreement for thenew build (6,000 square meters), Lessor is prepared tocontribute to the renovation of the barrier installation (budget according toTriple-P around EUR 11,345.00). The contribution for the barrier installationis included in the amount made available of EUR 1,025,255.24. This contributionwill therefore be made available, in the amount specified, as a one-off paymentunder the condition that the barrier installation is fitted with a call buttonto both the old building and the new building and that the barrier can beoperated from both office buildings separately. The costs of maintenance of thebarrier installation should be included in the service costs, which are whollyfor the account of the Lessee or Lessees.

 
| The  Lessor,                             |   |   |   | The  Lessee,         |
|------------------------------------------|--------|--------|--------|----------------------|
| Kerckebosch  Beleggingsmaatschappij b.v. |   |   |   | Triple-P  Management |
| b.v.                                     |   |   |   |                 |
| De Elf  Provinciën b.v.             |   |   |   |                 |

 

 

P.W. Aarsman

 

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