Exhibit 10.4


 


 


DATED    21 SEPTEMBER 2005


 


Lease relating to


UNIT 6A AND 6B AT
SHEFFIELD 3SA BUSINESS PARK CHURCHILL WAY SHEFFIELD


 


BETWEEN


 


A J BELL (pp) TRUSTEES
LIMITED, RAYMOND LOW, MARTIN PETER MILNER AND CAROLYN JOY MACMILLAN


and


TRANSACTION NETWORK SERVICES
(UK) LIMITED


TAYLOR & EMMET
















CONTENTS


	
  CLAUSE

  	
   

  	
   

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
  4

  
	
  2.

  	
   

  	
  Grant

  	
   

  	
  7

  
	
  3.

  	
   

  	
  Ancillary rights

  	
   

  	
  7

  
	
  4.

  	
   

  	
  Rights excepted and
  reserved

  	
   

  	
  7

  
	
  5.

  	
   

  	
  Third Party Rights

  	
   

  	
  8

  
	
  6.

  	
   

  	
  The Annual Rent.

  	
   

  	
  8

  
	
  7.

  	
   

  	
  Review of the Annual
  Rent.

  	
   

  	
  9

  
	
  8.

  	
   

  	
  Service Charge

  	
   

  	
  11

  
	
  9.

  	
   

  	
  Insurance

  	
   

  	
  11

  
	
  10.

  	
   

  	
  Rates and taxes

  	
   

  	
  14

  
	
  11.

  	
   

  	
  Utilities

  	
   

  	
  14

  
	
  12.

  	
   

  	
  Common parts

  	
   

  	
  14

  
	
  13.

  	
   

  	
  VAT

  	
   

  	
  15

  
	
  14.

  	
   

  	
  Default interest and
  interest

  	
   

  	
  15

  
	
  15.

  	
   

  	
  Costs

  	
   

  	
  15

  
	
  16.

  	
   

  	
  Compensation on
  vacating

  	
   

  	
  16

  
	
  17.

  	
   

  	
  No deduction,
  counterclaim or set-off

  	
   

  	
  16

  
	
  18.

  	
   

  	
  Registration of this
  lease

  	
   

  	
  16

  
	
  19.

  	
   

  	
  Assignments

  	
   

  	
  16

  
	
  20.

  	
   

  	
  Underlettings

  	
   

  	
  17

  
	
  21.

  	
   

  	
  Sharing occupation

  	
   

  	
  18

  
	
  22.

  	
   

  	
  Charging

  	
   

  	
  18

  
	
  23.

  	
   

  	
  Prohibition of other
  dealings

  	
   

  	
  18

  
	
  24.

  	
   

  	
  Registration and
  notification of dealings and occupation

  	
   

  	
  18

  
	
  25.

  	
   

  	
  Closure of the
  registered title of this lease

  	
   

  	
  19

  
	
  26.

  	
   

  	
  Repairs

  	
   

  	
  19

  
	
  27.

  	
   

  	
  Decoration

  	
   

  	
  20

  
							



 



 2
 









 


	
  28.

  	
   

  	
  Alterations

  	
   

  	
  20

  
	
  29.

  	
   

  	
  Signs

  	
   

  	
  20

  
	
  30.

  	
   

  	
  Returning the Property
  to the Landlord

  	
   

  	
  20

  
	
  31.

  	
   

  	
  Use

  	
   

  	
  21

  
	
  32.

  	
   

  	
  Management of the
  Estate

  	
   

  	
  21

  
	
  33.

  	
   

  	
  Compliance with laws

  	
   

  	
  21

  
	
  34.

  	
   

  	
  Encroachments,
  obstructions and acquisition of rights

  	
   

  	
  22

  
	
  35.

  	
   

  	
  Remedy breaches

  	
   

  	
  23

  
	
  36.

  	
   

  	
  Indemnity

  	
   

  	
  23

  
	
  37.

  	
   

  	
  Landlord’s covenant for
  quiet enjoyment

  	
   

  	
  23

  
	
  38.

  	
   

  	
  Guarantee and indemnity

  	
   

  	
  23

  
	
  39.

  	
   

  	
  Condition for re-entry

  	
   

  	
  23

  
	
  40.

  	
   

  	
  Liability

  	
   

  	
  24

  
	
  41.

  	
   

  	
  Entire agreement and
  exclusion of representations

  	
   

  	
  25

  
	
  42.

  	
   

  	
  Notices, consents and
  approvals

  	
   

  	
  25

  
	
  43.

  	
   

  	
  Governing law and
  jurisdiction

  	
   

  	
  26

  
	
  44.

  	
   

  	
  Landlord and Tenant
  (Covenants) Act 1995

  	
   

  	
  26

  
	
  45.

  	
   

  	
  Contracts and
  Warranties

  	
   

  	
  26

  
	
  46.

  	
   

  	
  LIABILITY UNDER SIPPS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1  GUARANTEE
  AND INDEMNITY

  	
   

  	
  27

  
	
  1.

  	
   

  	
  Guarantee and indemnity

  	
   

  	
  27

  
	
  2.

  	
   

  	
  Guarantor’s liability

  	
   

  	
  27

  
	
  3.

  	
   

  	
  Variations and
  supplemental documents

  	
   

  	
  28

  
	
  4.

  	
   

  	
  Guarantor to take a new
  lease or make payment.

  	
   

  	
  28

  
	
  5.

  	
   

  	
  Rent at the date of forfeiture
  or disclaimer

  	
   

  	
  29

  
	
  6.

  	
   

  	
  Payments in gross and
  restrictions on the Guarantor.

  	
   

  	
  29

  
	
  7.

  	
   

  	
  Other securities

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2  PARTICULARS OF SIPPS

  	
   

  	
  31

  



 



 3















This
Counterpart lease is dated the 21st day of September 2005


BETWEEN:


PARTIES


1.
Landlord:                              RAYMOND
LOW of Huthwaite Bank Farm Old Mill Lane Thurgoland Sheffield S35 7ET A J BELL
(PP) TRUSTEES LIMITED (company number 3257389) whose registered office is at
Trafford House Chester Road Manchester M32 ORS MARTIN PETER MILNER and CAROLYN
JOY MACMILLAN both of Tara IB Brincliffe Edge Close Sheffield S11 9DG


2.
Tenant:                                         TRANSACTION
NETWORK SERVICES (UK) LIMITED (company number 02952557) of Sheffield Business
Park Europa Link Sheffield S9 IXU


AGREED TERMS


1.                                       INTERPRETATION


1.1                                 The
definitions and rules of interpretation set out in this clause apply to this
lease.


Access Road means
the roadway shown coloured brown Plan 1


Annual Rent: rent
at an initial rate of £105,400.00 per annum and then as revised pursuant to
this Lease and any interim rent determined under the Landlord and Tenant Act
1954


Common Parts: the
roads, paths, loading and bin areas, Service Media and other parts of the
Estate other than the Property and the Lettable Units.


Contractual Term: a
term of years beginning on, and including the date of this lease and ending on,
and including the 20th day of September 2017


Deed of Covenant: a
deed of covenant dated the 21st day of September 2005 and made between Axis 1
Limited (1) Landlord (2)


Default Interest Rate:
three percentage points above the Interest Rate.


Estate: Sheffield
35A Business Park Churchill Way Sheffield which is for identification shown
edged in blue on the Plan


Insurance Rent: the
aggregate in each year of the:


(a)           gross
cost of the premium for the insurance of:


(i)                                     the
Property, other than any plate glass, for its full reinstatement cost (taking
inflation of building costs into account) against loss or damage by or in
consequence of the Insured Risks, including costs of demolition, site
clearance, site protection and shoring-up, professionals’ and statutory fees
and incidental expenses, the cost of any work which may be required under any
law and V A T in respect of all those costs, fees and expenses, and


(ii)           loss
of Annual Rent from the Property for two years,


(b)           any insurance premium tax payable on
the above.



 4
 









Insured Risks:
means fire, explosion, lightning, earthquake, storm, flood, bursting and
overflowing of water tanks, apparatus or pipes, impact by aircraft and articles
dropped from them, impact by vehicles, riot, civil commotion, and any other
risks against which the Landlord decides to insure against from time to time.


Interest Rate:
interest at the base lending rate from time to time of National Westminster
Bank PLC, or if that base lending rate stops being used or published then at a
comparable commercial rate reasonably determined by the Landlord .


Lettable Unit: a
building and its curtilege on the Estate, other than the Property, that is
capable of being let and occupied on terms similar to those of this lease.


Landlords Works:
the works to the Property to be carried out by and at the cost of the Landlord
pursuant to clause 47


Permitted Use:
Offices within Use Class B1 of the Town and Country Planning (Use Classes)
Order 1987


Plan the plan
attached to this lease


Property: units 6A
and 6B Sheffield 35A Business Park Churchill Way Property comprised in the
Transfer shown edged in red on Plan 1


Rent Commencement Date:
21st day of June 2006


Rent Payment Dates:
21st day of June 2006 and the same day of each month thereafter throughout the
term


Review Date: 21st
day of September 2011


Service Charge: the
Service Costs charged to the Landlord in accordance with the provisions of the
Transfer.


Services: the
services supplied by Axis 1 Limited or its successors in title relating to the
Estate in accordance with the terms of the Deed of Covenant


SIPPS: the self
invested pension schemes of which the Landlords are the respective trustees the
particulars of which are set out in the Second Schedule


Third Party Rights:
all rights, covenants and restrictions affecting the Estate including the
matters referred to at the date of this lease in the Transfer


Transfer means a
Transfer bearing even date herewith and made between Axis 1 Limited (1) the
Landlord (2) being a transfer of the freehold interest of the Property


VAT: value added
tax chargeable under the Value Added Tax Act 1994 or any similar replacement or
additional tax.


1.2                                 A
reference to this lease, except a
reference to the date of this lease or to the grant of this lease, is a
reference to this deed and any deed, licence, consent, approval or other
instrument supplemental to it.


1.3                                 A
reference to the Landlord includes
a reference to the person entitled to the immediate reversion to this lease. A
reference to the Tenant includes a
reference to its successors in title and assigns. A reference to any guarantor
of the tenant covenants of this lease including a guarantor who has entered
into an authorised guarantee agreement.



 5
 









1.4                                 In
relation to any payment, a reference to a fair
proportion is to a fair proportion of the total amount payable,
determined conclusively (except as to questions of law) by the Landlord.


1.5                                 The
expressions landlord covenant and tenant covenant each has the meaning given
to it by the Landlord and Tenant (Covenants) Act 1995.


1.6                                 Unless
the context otherwise requires, references to the Common Parts, the Estate,
a Lettable Unit and the Property are to the whole and any part of
them or it.


1.7                                 The
expression neighbouring property
does not include the Estate.


1.8                                 A
reference to the term is to the
Contractual Term and any agreed or statutory continuation of this lease


1.9           A reference to the end of the term is to the end of the term however
it ends.


1.10                           References
to the perpetuity period are to
the period of 80 years from the commencement of the term and that period is the
perpetuity period for the purposes of section 1 of the Perpetuities and
Accumulations Act 1964.


1.11                           References
to the consent of the Landlord are
to the consent of the Landlord given in accordance with clause 42.4 and
references to the approval of the Landlord are to the approval of the Landlord given in
accordance with clause42.5 .


1.12                           A working day is any day which is not a
Saturday, a Sunday, a bank holiday or a public holiday in England.


1.13                           Unless
otherwise specified, a reference to a particular law is a reference to it as it
is in force for the time being, taking account of any amendment, extension,
application or re-enactment· and includes any subordinate laws for the time
being in force made under it and all orders, notices; codes of practice and
guidance made under it.


1.14                           A
reference to laws in general is to all local, national and directly applicable
supra-national laws in force for the time being, taking account of any
amendment, extension, application or re-enactment and includes any subordinate
laws for the time being in force made under them and all orders, notices, codes
of practice and guidance made under them.


1.15                       Any
obligation in this lease on the Tenant not to do something includes an
obligation not to agree to or suffer that thing to be done.


1.16                       Unless the
context otherwise requires, where the words include(s) or including are used in
this lease, they are deemed to have the words ‘without limitation’ following
them.


1.17                       A person includes a corporate or
unincorporated body.


1.18                       References
to writing or written do not include email.


1.19                       Except
where a contrary intention appears, a reference to a clause or Schedule, is a
reference to a clause of, or Schedule to, this lease and a reference in a
Schedule to a paragraph is to a paragraph of that Schedule.


1.20                       Clause,
Schedule and paragraph headings do not affect the interpretation of this lease.



 6
 









2.             GRANT


2.1                                 The
Landlord lets with limited title guarantee the Property to the Tenant for the
Contractual Term.


2.2                                 The
grant is made together with the ancillary rights set out in clause 3 excepting
and reserving to the Landlord the rights set out in clause 4 and subject to the
Third Party Rights.


2.3           The grant is made with the Tenant
paying the following as rent to the Landlord:


(a)           the
Annual Rent and all VAT in respect of it,


(b)           the
Service Charge and all V AT in respect of it,


(c)           the
Insurance Rent, and


(d)           all
interest payable under this lease, and


(e)           all
other sums due under this lease.


3.             ANCILLARY RIGHTS


3.1                                 The
Landlord grants the Tenant the rights granted to the Landlord relating to the
Property contained in the Transfer (the Rights)


3.2                                 The
Rights are granted in common with the Landlord and any other person authorised
by the Landlord.


3.3                                 The
Rights are granted subject to the Third Party Rights insofar as the Third Party
Rights affect the Common Parts and the Tenant shall. not knowingly do anything
that may interfere with any Third Party Right.


3.4                                 The
Tenant shall exercise the Rights only in connection with its use of the
Property for the Permitted Use.


3.5                                 The
Tenant shall comply with all laws relating to its use of the Common Parts
pursuant to the Rights.


3.6                                 Except
as mentioned in this clause 3, neither the grant of this lease nor anything in
it confers any right over the Common Parts or any Lettable Unit or any
neighbouring property nor is to be taken to show that the Tenant may have any right
over the Common Parts or any Lettable Unit or any neighbouring property, and
section 62 of the Law of Property Act 1925 does not apply to this lease.


4.             RIGHTS EXCEPTED AND RESERVED


4.1                                 The
following rights are excepted and reserved from this lease to the Landlord (the
Reservations):


(a)           the
rights excepted and reserved in the Transfer


(b)           the
right to enter the Property to :-


(i)                                     to
repair, maintain, install, construct, re-route or replace any Service Media or
structure relevant to any of the other Reservations, or



 7
 









(ii)           in
connection with its obligations to provide any of the Services, or


(iii)          for any other purpose mentioned in
this lease, or


(iv)                              for
any other purpose connected with this lease or with the Landlord’s interest in
the Property, the Estate or any neighbouring property.


4.2                             The
Reservations may be exercised by the Landlord and by anyone else who is or
becomes entitled to exercise them and by anyone authorised by the Landlord.


4.3                             The
Reservations may be exercised notwithstanding that any works carried out in
connection with the exercise of those rights result in a reduction in the flow
of light or air to the Property or the Common Parts or loss of amenity for the
Property or the Common Parts but not so that the ability of the Tenant or other
authorised occupier of the Property to use the Property for the Permitted Use
is materially adversely affected


4.4                             The
Tenant shall allow all those entitled to exercise any right to enter the
Property, to do so with their workers, contractors, agents and professional
advisors, and to enter the Property at any reasonable time and whenever
possible outside usual business hours) and, except in the case of an emergency,
after having given reasonable notice (which need not be in writing) to the
Tenant.


4.5                             No
one exercising any of the Reservations, nor its workers, contractors, agents
and professional advisors, will be liable to the Tenant or to any undertenant
or other occupier of or person at the Property for any loss, damage, injury,
nuisance or inconvenience arising by reason of its exercising any of the
Reservations except for:


(a)                                  physical
damage to the Property, (which the Landlord will forthwith make good to the
reasonable satisfaction of the Tenant) or


(b)                                 any
loss, damage, injury, nuisance or inconvenience in relation to which the law
prevents the Landlord excluding liability.


5.                                   THIRD
PARTY RIGHTS


5.1                             The
Tenant shall comply with all obligations on the Landlord relating to the Third
Party Rights insofar as those obligations relate to the Property and shall not
knowingly do anything (even if otherwise permitted by this lease) that may
interfere with any Third Party Right.


5.2                             The
Tenant shall allow the Landlord and any other person authorised by the terms of
the Third Party Right to enter the Property in accordance with its terms.


6.                                   THE
ANNUAL RENT


6.1                             The
Tenant shall pay the Annual Rent and any VAT in respect of it by four equal
instalments in advance on or before the Rent Payment Dates. The payments must
be made by any method (other than bankers standing order in respect of
Transaction Network Services (UK) Limited that the Landlord requires at any
time by giving notice to the Tenant.


6.2                             The
first instalment of the Annual Rent and any VAT in respect of it shall be made
on the Rent Commencement Date for the period from and including the Rent
Commencement Date up to and including the day before the next Rent Payment Date



 8
 









7.             REVIEW OF THE ANNUAL RENT


7.1                                 In
this clause the President is the President for the time being of the Royal
Institution of Chartered Surveyors or a person acting on his behalf, and the
Surveyor is the independent valuer appointed pursuant to clause 7.8.


7.2                                 The
amount of Annual Rent will be reviewed on each Review Date to the greater of:


(a)                                  the
Annual Rent payable immediately before the relevant Review Date (or which would
then be payable but for any abatement or suspension of the Annual Rent or
restriction on the right to collect it), and


(b)           the
open market rent agreed or determined pursuant to this clause.


7.3                                 The
open market rent may be agreed between the Landlord and the Tenant at any time
before it is determined by the Surveyor.


7.4                                 If
the open market rent is determined by the Surveyor, it will be the amount that
the Surveyor determines is the annual rent (exclusive of any V AT) at which the
Property could reasonably be expected to be let:


(a)           in
the open market,


(b)           at
the relevant Review Date,


(c)           on
the assumptions listed in clause 7.5, and


(d)           disregarding
the matters listed in clause 7.6.


7.5           The assumptions are:


(a)           the
Property is available to let in the open market:


(i)            by
a willing lessor to a willing lessee (which may be the Tenant),


(ii)           as
a whole,


(iii)          with vacant possession,


(iv)          without a fine or a premium,


(v)                                 for
a term equal to the unexpired residue of the Contractual Term at the relevant
Review Date or a term of 9 years commencing on the relevant Review Date, if
longer, and


(vi)                              otherwise
on the terms of this lease other than as to the amount of the Annual Rent but
including the provisions for review of the Annual Rent


(b)                                 the
willing lessee has had the benefit of any rent-free or other concession or
contribution which would be offered in the open market at the relevant Review
Date to reflect the need to fit out the Property;


(c)                                  the
Property may lawfully be used, and is in a physical state to enable it to be
lawfully used, by the willing lessee (or any potential undertenant or assignee
of the willing lessee) for any purpose permitted by this lease;


(d)                                 the
Landlord and the Tenant have fully complied with their obligations in this
lease;



 9
 









(e)                                  if
the Property, or any means of access to it or any Service Media serving the
Property, has been destroyed or damaged, it has been fully restored;


(f)                                    no
work has been carried out on the Property by the Tenant or its sub-tenants
(other than pursuant to a statutory obligation or an obligation under this
Lease or on the Estate which has diminished the rental value of the Property;


(g)                                 any
fixtures, fittings, machinery or equipment; supplied to the Property by the
Landlord that have been removed by or at the request of the Tenant, or any
undertenant or their respective predecessors in title (otherwise than to comply
with any law) remain at the Property;


(h)                                 the
Tenant has fully complied with its obligations in this Lease save where there
is wilful or persistent breach by the Landlord


(i)                                     the
willing lessee and its potential assignees and undertenants will not be
disadvantaged by any actual or potential election to waive exemption from V A T
in relation to the Property.


7.6           The matters to be disregarded are:


(a)                                  any
effect on rent of the fact that the Tenant or any authorised undertenant has
been in occupation of the Property;


(b)                                 any
goodwill attached to the Property by reason of any business carried out there
by the Tenant or by any authorised undertenant or by any of their predecessors
in business;


(c)                                  any
effect on rent attributable to any physical improvement to the Property carried
out before or after the date of this lease, by or at the expense of the Tenant
or any authorised undertenant with all necessary consents, approvals and
authorisations and not pursuant to an obligation to the Landlord (other than an
obligation to comply with any law and for the purposes of this sub-clause any
obligation in any licence for the carrying out of permitted works will not be
an obligation to the Landlord


(d)                                 any
effect on rent of any obligation on the Tenant to fit out the Property or to
reinstate the Property to the condition or design it was in before any
alterations or improvements were carried out; and


(e)           any
statutory restriction on rents or the right to recover them.


7.7                                 If
the revised Annual Rent is agreed between the Landlord and the Tenant, it may
be a stepped rent.


7.8                                 The
Landlord and the Tenant may appoint an independent valuer at any time before
either of them applies to the President for an independent valuer to be
appointed. The Landlord or the Tenant may apply to the President for an
independent valuer to be appointed at any time after the date which is three
months before the relevant Review Date. The independent valuer must be an
associate or fellow of the Royal Institution of Chartered Surveyors.


7.9           The Surveyor shall act as an expert
and not as an arbitrator.



 10
 









7.10                           The
Surveyor shall give the Landlord and the Tenant an opportunity to make written
representations to the Surveyor and to make written counter-representations
commenting on the representations of the other party to the Surveyor.


7.11                           If the
Surveyor dies, delays or becomes unwilling or incapable of acting, then either
the Landlord or the Tenant may apply to the President to discharge the Surveyor
and clause 7.8 will then apply in relation to the appointment of a replacement.


7.12                           The
fees and expenses of the Surveyor and the cost of the Surveyor’s appointment
and any counsel’s fees incurred by the Surveyor will be payable by the Landlord
and the Tenant in the proportions that the Surveyor directs (or if the Surveyor
makes no direction, then equally). If the Tenant does not pay its part of the
Surveyor’s fees and expenses within twenty one days after demand by the
Surveyor, the Landlord may pay that part and the amount it pays will be a debt
of the Tenant due and payable on demand to the Landlord. The Landlord and the
Tenant shall otherwise each bear their own costs in connection with the rent
review.


7.13                           If the
revised Annual Rent has not been agreed by the Landlord and the Tenant or
determined by the Surveyor on or before the relevant Review Date, the Annual
Rent payable from that Review Date will continue at the rate payable
immediately before that Review Date. No later than fourteen days after the
revised Annual Rent is agreed or the Surveyor’s determination is notified to
the Landlord and the Tenant, the Tenant will pay:


(a)                                  the
shortfall (if any) between the amount that it has paid for the period from the
Review Date until the Rent Payment Date following the date of agreement or
notification of the revised Annual Rent and the amount that would have been
payable had the revised Annual Rent been agreed or determined on or before that
Review Date; and


(b)                                 interest
at the Interest Rate on that shortfall calculated on a daily basis by reference
to the Rent Payment Dates on which parts of the shortfall would have been
payable if the revised Annual Rent had been agreed or determined on or before
that Review Date and the date payment is received by the Landlord.


7.14         Time will not be of the essence for the
purposes of this clause.


7.15                           As soon
as practicable after the amount of the revised Annual Rent has been agreed or
determined, a memorandum recording the amount shall be signed by or on behalf
of the Landlord and the Tenant and endorsed on or attached to this lease and
its counterpart. The Landlord and the Tenant will each bear their own costs in
connection with the memorandum.


8.             SERVICE CHARGE


The Tenant will pay to the Landlord within fourteen
days of demand the Service Charge payable by the Landlord in accordance with
the terms of the Deed of Covenant and will indemnify the Landlord against all
liability in respect thereof during the term


9.             INSURANCE


9.1                                 The
Landlord shall keep the Property insured against loss or damage by the Insured
Risks for the sum which the Landlord acting reasonably considers to be its full
reinstatement costs (taking inflation of building costs into account and the
appropriate additions for site clearance, professional fees and other
incidental expenses and V AT and three years loss of Annual Rent taking account
for any review of the Annual Rent which may be due). The Landlord will not be
liable to insure any part of the Property installed by the Tenant.



 11
 









9.2           The Landlord’s obligation to insure
is subject to:


(a)                                  any
exclusions, limitations, excesses and conditions that may be imposed by the
insurers,


(b)                                 insurance
being available in the London insurance market on reasonable terms acceptable
to the Landlord, acting reasonably and


(c)                                  without
prejudice to the generality of paragraph (b), and in relation to Insured Risks
resulting from an act of terrorism, the Landlord having (from time to time)
extended its insurance cover to damage resulting from any such act.


9.3           The Tenant shall pay to the Landlord
within fourteen days of demand:


(a)           the
Insurance Rent,


(b)                                 any
amount that is deducted or disallowed by the insurers pursuant to any excess
provision in the insurance policy, and


(c)                                  the
reasonable and proper costs that the Landlord incurs in obtaining a valuation
of the Property for insurance purposes provided that the Tenant shall not pay
any such costs more than once in any twelve month period unless damage by an
Insured Risk occurs requiring revaluation


9.4           The Tenant shall:


(a)                                  give
the Landlord notice as soon as reasonably practicable as soon as it has become
known to the Tenant any matter occurs that any reasonable insurer or
underwriter may treat as material in deciding whether or on what terms to
insure or to continue to insure the Property,


(b)                                 not
knowingly to do or omit anything as a result of which any policy of insurance
of the Estate or any neighbouring property may become void or voidable or
otherwise prejudiced, or the payment of any policy money may be withheld, nor
(unless the Tenant has previously notified the Landlord and has paid any
increased or additional premium) anything as a result of which any increased or
additional insurance premium may become payable,


(c)                                  comply
at all times with the proper requirements and recommendations of the insurers
relating to the Property and the use by the Tenant of the Common Parts,


(d)                                 give
the Landlord as soon as reasonably practicable after it has become known to the
Tenant immediate notice of the occurrence of any damage or loss relating to the
Property arising from an Insured Risk or of any other event that might in the
Tenant’s opinion (acting reasonably) affect any insurance policy relating to the
Property,


(e)                                  not
effect any insurance of the Property (except any plate glass at the Property),
but if it becomes entitled to the benefit of any insurance proceeds in respect
of the Property (other than in respect of plate glass) pay those proceeds or
cause them to be paid to the Landlord, and



 12
 









(f)                                    pay
the Landlord an amount equal to any insurance money that the insurers of the
Estate refuse to pay (in relation to the Estate) by reason of any act or
omission of the Tenant or any undertenant, their workers, contractors or agents
or any person at the Property or the Common Parts with the actual or implied
authority of any of them.


9.5           The Landlord shall:


(a)                                  produce
to the Tenant on demand a copy of the policy or policies and evidence from the
insurers that the last premiums have been paid and that the insurances remain
in full force and effect;


(b)                                 use
all reasonable endeavours to procure that the insurers waive their right of
subrogation against the Tenant or any other lawful occupier of the Premises;


(c)                                  procure
that a note of the Tenant’s interest is put on the insurance policy and that
the insurance policy contains non-invalidation clauses;


(d)                                 notify
the Tenant as soon as reasonably practicable of any change or proposed change
in the Insured Risks or in the terms and conditions of the insurance;


(e)                                  procure
that the premium rate of the insurance remains reasonably competitive during
the term


9.6.                              The
Landlord shall use reasonable endeavours to obtain any necessary planning or
other consents and as soon as they are obtained use all insurance money
received (other than for loss of rent) in connection with any damage to the
Property to repair the damage for which the money has been received or (as the
case may be) in rebuilding the Property. During the course of such rebuilding
the Landlord shall keep the Tenant informed of its progress and such building
and reinstatement shall be carried out in a good workmanlike manner using
suitable good quality materials of their several kinds and in accordance with all
necessary consents and the Landlord shall obtain all collateral warranties as
are reasonably obtainable in connection with such rebuilding or reinstatement.
The Landlord shall not be obliged to:-


(a)                                  provide
accommodation or facilities identical in layout or design so long as
accommodation reasonably equivalent to that previously at the property is
provided, or


(b)                                 repair
or rebuild if the Tenant has failed to pay any of the Insurance Rent to the
extent that this affects the Landlords ability to recover under the insurance
policy and provided all arrears and interest on it are made good to the
Landlord before any reinstatement or rebuilding is commenced, or


(c)                                  repair
or rebuild the Property after a notice has been served pursuant to clauses 9.8
and 9.9


9.7                                 If
the Property or any part of it is damaged or destroyed by an Insured Risk so as
to be unfit for occupation and use or if the Common parts are damaged or
destroyed by a risk which the Landlord is obliged to insure so as to make the
Property or any part of it inaccessible or unusable then, unless the policy of
insurance in relation to the Property or the Common Parts has been vitiated in
whole or in part in consequence of any act or omission of the Tenant, any
undertenant or their respective workers, contractors or agents or any other
person on the Property or the Common Parts with the actual or implied authority
of any of them, payment of the Annual Rent, or a fair and reasonable proportion
of it according to the nature and extent of the damage, will be suspended until
the Property has been reinstated and made fit for 



 13
 









occupation and use or the Common Parts have been
reinstated so as to make the Property reasonably accessible or useable with the
provisions of this Lease (as the case may be), or until the end of three years
from the date of damage or destruction, if sooner. If, following material
damage to or destruction of the Property, the Landlord reasonably considers
that it is impossible or impractical to reinstate the Property, the Landlord
may terminate this lease by giving notice to the Tenant. On giving notice this
lease will determine but this will be without prejudice to any right or remedy
of either party in respect of any breach of the covenants of this lease. Any
proceeds of the insurance will belong to the Landlord.


9.9                                 Provided
that the Tenant has substantially complied with its material obligations in
this clause, the Tenant may terminate this lease by giving notice to the
Landlord if, following damage or destruction of the Property by an Insured
Risk, the Property has not been reinstated so as to be fit for occupation and
use or the Common Parts have not been reinstated so as to make the Property
accessible or useable within three years after the date of damage or
destruction. On giving this notice this lease will determine but this will be
without prejudice to any right or remedy of either party in respect of any
breach of the tenant covenants of this lease. Any proceeds of the insurance
will belong to the Landlord.


10.           RATES AND TAXES


10.1                           The
Tenant shall pay all present and future rates, taxes and other impositions
payable in respect of the Property, its use and any works carried out there,
other than:


(a)                                  any
taxes payable by the Landlord in connection with any dealing with or
disposition of the reversion to this lease, or


(b)                                 any
taxes, other than V AT and insurance premium tax, payable by the Landlord by
reason of the receipt of any of the rents due under this lease.


10.2                           The
Tenant shall not make any proposal to alter the rateable value of the Property
or that value as it appears on any draft rating list, without the approval of
the Landlord.


10.3                           If,
after the end of the term, the Landlord loses rating relief (or any similar
relief or exemption) because it has been allowed to the Tenant, then the Tenant
shall pay the Landlord an amount equal to the relief or exemption that the
Landlord has lost.


11.           UTILITIES


11.1                           The
Tenant shall pay all costs in connection with the supply and removal of
electricity, gas, water, sewerage, telecommunications, data and other services
and utilities to or from the Property.


11.2                           The
Tenant shall comply with all laws and with any proper requirements and
recommendations of the relevant suppliers relating to the use of those services
and utilities.


12.           SUBJECTIONS


12.1                           The
Tenant shall observe and perform the covenants contained in the registers of
title number SYK434970 insofar as they relate to and effect the Property


12.2                           The
Tenant shall comply with the Landlord’s obligations contained in the Transfer
and Deed of Covenant insofar as they are not obligations of the Landlord in
this Lease and all reasonable regulations the Landlord may make from time to
time in connection with the use of any of those Service Media, structures or
other items.



 14















13.           VAT


13.1                           All
sums payable by the Tenant are exclusive of any V AT that may be chargeable.
The Tenant shall pay VAT in respect of all taxable supplies made to it in
connection with this lease on the due date for making any payment or, if
earlier, the date on which that supply is made for VAT purposes.


13.2                           Every
obligation on the Tenant under or in connection with this lease to pay, refund
or to indemnify the Landlord or any other person any money or against any
liability includes an obligation to pay, refund or indemnify against any V AT,
or an amount equal to any V AT, chargeable in respect of it.


14.           DEFAULT INTEREST AND INTEREST


14.1                           If any
Annual Rent or any other money payable under this lease has not been paid by
the date it is due, and in the case of Annual Rent whether it has been formally
demanded or not, the Tenant shall pay the Landlord interest at the Default
Interest Rate (both before and after any judgment) on that amount for the
period from the due date to and including the date of payment.


14.2                           If the
Landlord does not demand or accept any Annual Rent or other money due or
tendered under this lease because the Landlord reasonably believes that the
Tenant is in breach of any of the tenant covenants of this lease, then the
Tenant shall, when that amount is accepted by the Landlord, also pay interest
at the Interest Rate on that amount for the period from the date the amount (or
each part of it) became due until the date it is accepted by the Landlord.


15.           COSTS


15.1                           The
Tenant shall pay the costs and expenses of the Landlord including any
solicitors’ or other professionals’ costs and expenses (incurred both during
and after the end of the term and where acting reasonably) in connection with
or in contemplation of :


(a)           the
proper enforcement of the tenant covenants of this lease,


(b)                                 serving
any notice in connection with this lease under section 146 or 147 of the Law of
Property Act 1925 or taking any proceedings under either of those sections,
notwithstanding that forfeiture is avoided otherwise than by relief granted by
the court,


(c)                                  serving
any notice in connection with this lease under section 17 of the Landlord and
Tenant (Covenants) Act 1995,


(d)                                 the
preparation and service of a Schedule of dilapidations in connection with this
lease, and


(e)           any
consent or approval applied for under this lease, whether or not it is granted


(f)            the
preparation and completion of this lease


15.2                           Where
the Tenant is obliged to pay or indemnify the Landlord against any solicitors’
or other professionals’ costs and expenses (whether under this or any other
clause of this lease) that obligation extends to those costs and expenses
assessed on a full indemnity basis.



 15
 









16.           COMPENSATION ON VACATING


Any right of the Tenant or anyone deriving title under
the Tenant to claim compensation from the Landlord on leaving the Property
under the Landlord and Tenant Act 1927 or the Landlord and Tenant Act 1954 is
excluded, except to the extent that the legislation prevents that right being
excluded.


17.           NO DEDUCTION, COUNTERCLAIM OR SET-OFF


The Annual Rent and all other money due under this
lease are to be paid by the Tenant or any guarantor (as the case may be)
without deduction, counterclaim or set-off.


18.           REGISTRATION OF THIS LEASE


Promptly following the grant of this lease, the Tenant
shall apply to register this lease at HM Land Registry. The Tenant shall ensure
that any requisitions raised by HM Land Registry in connection with that
application are dealt with promptly and properly. Within one month after
completion of the registration, the Tenant shall send the Landlord official
copies of its title.


19.           ASSIGNMENTS


19.1                           The
Tenant shall not assign the whole of this lease without the consent of the
Landlord, such consent not to be unreasonably withheld.


19.2         The Tenant shall not assign part only
of this lease.


19.3                           The
Landlord and the Tenant agree that for the purposes of section 19(IA) of the
Landlord and Tenant Act 1927 the Landlord may give its consent to an assignment
subject to all or any of the following conditions:


(a)                                  a
condition that the assignor (and any former tenant who because of section 11 of
the Landlord and Tenant (Covenants) Act 1995 has not been released from the
tenant covenants of this lease) enters into an authorised guarantee agreement
which:


(i)            is in respect of all the tenant
covenants of this lease,


(ii)                                  is
in respect of the period beginning with the date the assignee becomes bound by
those covenants and ending on the date when the assignee is released from those
covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Act
1995,


(iii)          imposes principal debtor liability on
the assignor (and any former tenant),


(iv)                              requires
(in the event of a disclaimer of liability of this lease) the assignor (or
former tenant as the case may be) to enter into a new tenancy for a term equal
to the unexpired residue of the Contractual Term, and


(v)           is
otherwise in a form reasonably required by the Landlord,


(b)                                 if
the Landlord acting reasonably requires it a condition that a person of
standing reasonably acceptable to the Landlord enters into a guarantee and
indemnity of the tenant covenants of this lease in the form set out in Schedule
1 (but with such amendments and additions as the Landlord may reasonably
require).


19.4                           The
Landlord and the Tenant agree that for the purposes of section 19 (1 A) of the
Landlord and Tenant Act 1927 the Landlord may refuse its consent to an
assignment if any Annual Rent or other ascertainable sum due under this lease
is outstanding.



 16
 









19.5                           Nothing
in this clause will prevent)he Landlord from giving consent subject to any
other reasonable condition, nor from refusing consent to an assignment in any
other circumstance where it is reasonable to do so.


20.           UNDERLETTINGS


20.1                           The
Tenant shall not underlet the whole or any part of the Property except in
accordance with this clause nor without the consent of the Landlord, such
consent not to be unreasonably withheld.


20.2                           The
Tenant shall not underlet part only of the Property except the whole of Unit 6A
or 6B which form part of the Property


20.3         The Tenant shall not underlet the
Property:


(a)                                  together
with any property or any right over property that is not included within this
lease,


(b)           at
a fine or premium nor


(c)                                  allowing
any rent free period to the undertenant that exceeds the period as is then
usual in the open market in respect of such a letting


20.4                           The
Tenant shall not underlet the Property unless, before the underlease is
granted, the Tenant has given the Landlord:


(a)                                  a
certified copy of the notice served on the undertenant, as required by section
38A(3)(a) of the Landlord and Tenant Act 1954, applying to the tenancy to be
created by the underlease; and


(b)                                 a
certified copy of the declaration or statutory declaration made by the
undertenant in accordance with the requirements of section 38A(3)(b) of the
Landlord and Tenant Act 1954.


20.5         Any underletting by the Tenant must be
by deed and must include:


(a)                                  an
agreement between the Tenant and the undertenant that the provisions of
sections 24 to 28 of the Landlord and Tenant Act 1954 are excluded from
applying to the tenancy created by the underlease,


(b)                                 the
reservation of a rent which is not less than the full open market rental value
of the Property at the date the Property is underlet and which is payable at
the same times as the Annual Rent under this lease (but this will not prevent
an underlease providing for a rent free period of a length permitted by clause
20.3


(c)                                  provisions
for the review of rent at the same dates and on the same basis as the review of
rent in this lease, unless the term of the underlease does not extend beyond
the next Review Date, but for the avoidance of doubt this clause shall not
apply to any underlease for a term of less than five years


(d)                                 in
the case of an underlease that is not substantively registrable at HM Land
Registry, a covenant by the undertenant to remove any notice of the underlease
at HM Land Registry within a reasonable period of expiry of the underlease



 17
 









(e)                                  a
covenant by the undertenant, enforceable by and expressed to be enforceable by
the Landlord (as superior landlord at the date of grant) and its successors in
title in their own right, to observe and perform the tenant covenants in the
underlease and any document that is supplemental or collateral to it and the
tenant covenants 10 this lease, except the covenants to pay the rents reserved
by this lease, and


(f)                                    provisions
requiring the consent of the Landlord to be obtained in respect of any matter
for which the consent of the Landlord is required under this lease,


and must otherwise be consistent with and include
tenant covenants no less onerous (other than as to the Annual Rent) than those
in this lease and in a form approved by the Landlord, such approval not to be
unreasonably withheld


20.6         In relation to any underlease granted
by the Tenant, the Tenant shall:


(a)                                  not
vary the terms of the underlease nor accept a surrender of the underlease
without the consent of the Landlord, such consent not to be unreasonably
withheld,


(b)                                 use
reasonable endeavours to enforce the tenant covenants in the underlease and not
waive any of them nor allow any reduction in the rent payable under the
underlease, and


(c)                                  ensure
that in relation to any rent review the revised rent is not agreed without the
approval of the Landlord, such approval not to be unreasonably withheld.


21.           SHARING OCCUPATION


The Tenant may share occupation of the Property with
any company that is a member of the same group (within the meaning of section
42 of the Landlord and Tenant Act 1954) as the Tenant for as long as that company
remains within that group and provided that no relationship of landlord and
tenant is established by that arrangement


22.           CHARGING


22.1                           The
Tenant shall not charge the whole of this lease except by way of floating
charge without the consent of the Landlord, such consent not to be unreasonably
withheld.


22.2         The Tenant shall not charge part only
of this lease.


23.           PROHIBITION OF OTHER DEALINGS


Except as expressly permitted by this lease, the
Tenant shall not assign, underlet, charge, part with possession or share
occupation of this lease or the Property or hold the lease on trust for any
person (except pending registration of a dealing permitted by this lease at HM
Land Registry or by reason only of joint legal ownership).


24.           REGISTRATION AND NOTIFICATION OF
DEALINGS AND OCCUPATION


24.1         In this clause a Transaction is:


(a)                                  any
dealing with this lease or the devolution or transmission of, or parting with
possession of any interest in it, or



 18
 









(b)                                 the
creation of any underlease or other interest out of this lease, or out of any
interest, underlease derived from it, and any dealing, devolution or
transmission of, or parting with possession of any such interest or underlease,
or


(c)           the
making of any other arrangement for the occupation of the Property.


24.2                           In respect
of every Transaction that is registrable at HM Land Registry, the Tenant shall
promptly following completion of the Transaction apply to register it (or
procure that the relevant person so applies). The Tenant shall (or shall
procure that) any requisitions raised by HM Land Registry in connection with an
application to register a Transaction are dealt with promptly and properly.
Within [one month] of completion of the registration, the Tenant shall send the
Landlord official copies of its title (and where applicable of the undertenant’s
title).


24.3         No later than one month after a
Transaction the Tenant shall:


(a)           give
the Landlord’s solicitors notice of the Transaction, and


(b)                                 deliver
two certified copies of any document effecting the Transaction to the Landlord’s
solicitors, and


(c)           pay
the Landlord’s solicitors a registration fee of £50 plus VAT


24.4                           If the
Landlord so requests, the Tenant shall promptly supply the Landlord with full
details of the occupiers of the Property and the terms upon which they occupy
it.


25.           CLOSURE OF THE REGISTERED TITLE OF
THIS LEASE


Within one month after the end of the term (and
notwithstanding that the term has ended), the Tenant shall make an application
to close the registered title of this lease and shall use reasonable endeavours
to ensure that any requisitions raised by HM Land Registry in connection with
that application are dealt with promptly and properly; the Tenant shall keep
the Landlord informed of the progress and completion of its application.


26.           REPAIRS


26.1         The Tenant shall keep the Property in
good repair and condition


26.2                           The
Tenant will not be liable to repair the Property to the extent that any
disrepair has been caused by an Insured Risk, unless and to the extent that:


(a)                                  the
policy of insurance of the Property has been vitiated or any insurance proceeds
withheld in consequence of any act or omission of the Tenant, any undertenant
or their respective workers, contractors or agents or any person on the
Property with the actual or implied authority of any of them; or


(b)                                 the
insurance cover in relation to that disrepair is excluded, limited, is
unavailable or has not been extended, as mentioned in clause 9.2.


26.3                           The
Tenant shall keep the external areas of the Property in a clean and tidy
condition and not allow any rubbish or waste to be left there.


26.4.                        The tenant
shall clean all windows at the Property as often is as is reasonably necessary
and not less than once in every month



 19
 









27.           DECORATION


27.1                           The
Tenant shall decorate the outside of the Property not less than every third
anniversary of the term and the inside of the Property not less than every
fifth anniversary of the term and also in the last three months before the end
of the term but the Tenant shall not be obliged to decorate more than once in
any two year period save that the decoration must be carried out in the last
three months of the term


27.2                           All
decoration must be carried out in a good and proper manner using good quality
materials that are appropriate to the Property and the Permitted Use and must
include all reasonably appropriate preparatory work.


27.3                           All
decoration carried out in the last three months of the term must also be
carried out to the satisfaction of the Landlord and using materials, designs
and colours approved by the Landlord (such approval not to be unreasonably
withheld)


28.           ALTERATIONS


28.1                           The
Tenant shall not make any external or structural alteration or addition to the
Property and shall not make any opening in any boundary structure of the
Property without the consent of the Landlord such consent not to be
unreasonably withheld


28.2                           The
Tenant shall not install any Service Media on the exterior of the Property nor
alter the route of any Service Media at the Property without the consent of the
Landlord, such consent not to be unreasonably withheld.


28.3                           The
Tenant shall not make any internal, non-structural alteration to the Property
without the consent of the Landlord, such consent not to be unreasonably
withheld.


29.           SIGNS


29.1         In this clause Signs include signs,
fascia, placards, boards, posters and advertisements.


29.2                           The
Tenant shall not attach any Signs to the exterior of the Property or display
any inside the Property so as to be seen from the outside except Signs of a
decent size and number and in a position that are appropriate to the Property
and the Permitted Use, without the consent of the Landlord, such consent not to
be unreasonably withheld and for the avoidance of doubt the Landlord shall not
withhold consent to the placing of the Tenant’s usual trade signs on the
exterior of the building on the Property in a size and position to be approved
by the Landlord (acting reasonable)


29.3                           Before
the end of the term, the Tenant shall remove any Signs placed by it at the
Property and shall make good any damage caused to the Property by that removal.


30.           RETURNING THE PROPERTY TO THE
LANDLORD


30.1                           At the
end of the term the Tenant shall return the Property to the Landlord in the
condition required by this lease.


30.2                           If the
Landlord gives the Tenant notice no later than three months before the end of
the term, the Tenant shall remove items it has fixed to the Property, remove
any alterations it has made to the Property and make good any damage caused to
the Property by that removal.


30.3                           At the
end of the term, the Tenant will remove from the Property all chattels
belonging to or used by it.



 20
 









30.4                           The
Tenant irrevocably appoints the Landlord to be the Tenant’s agent to store or
dispose of any chattels or items it has fixed to the Property and which have
been left by the Tenant on the Property for more than ten working days after
the end of the term. The Landlord will not be liable to the Tenant by reason of
that storage or disposal. The Tenant will indemnify the Landlord in respect of
any claim made by a third party in relation to that storage or disposal.


31.           USE


31.1         The Tenant shall not use the Property
for any purpose other than the Permitted Use.


31.2                           The
Tenant shall not use the Property for any illegal purpose nor for any purpose
or in a manner that would cause loss, damage, injury or nuisance to the
Landlord, the other tenants or occupiers of the Lettable Units or any owner or
occupier of neighbouring property.


31.3                           The
Tenant shall not overload any structural part of the Property nor any machinery
or equipment at the Property nor any Service Media at or serving the Property.


32.           MANAGEMENT OF THE ESTATE


32.1                           The
Tenant shall observe all reasonable and proper regulations made by Axis 1
Limited and its successors in title from time to time in accordance with the
principles of good estate management and notified to the Tenant relating to the
use of the Common Parts and the management of the Estate.


32.2                           Nothing
in this lease will impose or be deemed to impose any restriction on the use of
any other Lettable Unit or any neighbouring property.


33.           COMPLIANCE WITH LAWS


33.1         The Tenant shall comply with all laws
relating to:


(a)           the
Property and the occupation and use of the Property by the Tenant,


(b)           the
use of all Service Media and machinery and equipment at or serving the
Property,


(c)           any
works carried out at the Property, and


(d)           all
materials kept at or disposed from the Property.


33.2                           Without
prejudice to any obligation on the Tenant to obtain any consent or approval
under this lease, the Tenant shall carry out all works that are required under
any law to be carried out at the Property by the occupier.


33.3                           Within
five working days within a reasonable period after receipt of any notice or
other communication affecting the Property or the Estate (and whether or not
served pursuant to any law) the Tenant shall:


(a)           send
a copy of the relevant document to the Landlord, and


(b)                                 in
so far as it relates to the Property, and does not relate to an obligation of
the Landlord in this Lease take all steps necessary to comply with the notice
or other communication and take any other action in connection with it as the
Landlord may reasonably require.



 21
 









33.4                           The
Tenant shall not apply for planning permission for the Property without the
Landlord’s consent not to be unreasonably withheld.


33.5                           The
Tenant shall not carry out any works at the Property in respect of which the
Construction (Design and Management) Regulations 1994 apply without the consent
of the Landlord. Such consent is not to be unreasonably withheld in the case of
works in respect of which the Landlord is not otherwise to withhold its consent
unreasonably or which the Tenant is obliged to carry out under the terms of
this lease.


33.6                           The
Tenant shall maintain the health and safety file for the Property in accordance
with the Construction (Design and Management) Regulations 1994 and shall give
it to the Landlord at the end of the term.


33.7                           As soon
as the Tenant becomes aware of any defect in the Property, it shall give the
Landlord notice of it. The Tenant shall indemnify the Landlord against any
liability under the Defective Premises Act 1972 in relation to the Property by
reason of any failure of the Tenant to comply with any of the tenant covenants
in this lease.


33.8                           The
Tenant shall keep the Property equipped with all fire prevention, detection and
fighting machinery and equipment and fire alarms which are required under all
relevant laws or required by the insurers of the Property or reasonably
recommended by them or reasonably required by the Landlord subject to
notification of such requirements and shall keep that machinery, equipment and
alarms properly maintained and available for inspection.


34.           ENCROACHMENTS, OBSTRUCTIONS AND
ACQUISITION OF RIGHTS


34.1         The Tenant shall not grant any right or
licence over the Property to any person.


34.2                           If the
Tenant becomes aware that any person makes or attempts to make any encroachment
over the Property or takes any action by which a right may be acquired over the
Property, the Tenant shall:


(a)           immediately
give notice to the Landlord, and


(b)                                 at
the Landlords expense take all steps (including any proceedings) the Landlord
reasonably requires to prevent or license the continuation of that encroachment
or action.


34.3                           The
Tenant shall not obstruct the flow of light or air to the Property or any other
part of the Estate nor obstruct the Access Road or any other roads forming part
of the Estate


34.4                           The
Tenant shall not make any acknowledgement that the flow of light or air to the
Property or any other part of the Estate or that the means of access to the
Property or the Estate is enjoyed with the consent of any third party.


34.5                           If the
Tenant becomes aware that any person takes or threatens to take any action to
obstruct the flow of light or air to the Property or obstruct the means of
access to the Property the Tenant shall:


(a)           immediately
notify the Landlord, and


(b)                                 at
the Landlord’s expense take all steps (including proceedings) the Landlord
reasonably requires to prevent or secure the removal of the obstruction.



 22
 









35.           REMEDY BREACHES


35.1                           The
Landlord may enter the Property to inspect its condition and state of repair
and may serve on the Tenant a notice of any breach of any of the tenant
covenants in this lease relating to the condition or repair of the Property.


35.2                           If the
Tenant has not begun any works or taken all reasonable action required to begin
the works needed to remedy that breach within two months following that notice
(or if works are required as a matter of emergency, then immediately) or if the
Tenant is not carrying out the works with all reasonable speed, then the
Landlord may enter the Property and carry out the works needed.


35.3                           The
costs incurred by the Landlord in carrying out any works pursuant to this
clause (and any professional fees and any VAT in respect of those costs) will
be a debt due from the Tenant to the Landlord and payable on demand.


35.4                           Any
action taken by the Landlord pursuant to this clause will be without prejudice
to the Landlord’s other rights, including those under clause 39


36.           INDEMNITY


The Tenant shall keep the Landlord indemnified against
all expenses, costs, claims, damage and loss (including any diminution in the
value of the Landlord’s interest in the Estate and loss of amenity of the
Estate) arising from any breach of any tenant covenants in this lease, or any
act or omission of the Tenant, any undertenant or their respective workers,
contractors or agents or any other person on the Property or the Common Parts
with the actual or implied authority of any of them.


37.           LANDLORD’S COVENANT FOR QUIET
ENJOYMENT


The Landlord covenants with the Tenant, that, so long
as the Tenant pays the rents reserved by and complies with its obligations in
this lease, the Tenant will have quiet enjoyment of the Property without any
lawful interruption by the Landlord or any person claiming under the Landlord.


38.           GUARANTEE AND INDEMNITY


38.1         The provisions of the Schedule apply.


38.2                           For so
long as any guarantor remains liable to the Landlord, the Tenant will, if the
Landlord requests, procure that that guarantor joins in any consent or approval
required under this lease and consents to any variation of the tenant covenants
of this Lease


39.           CONDITION FOR RE-ENTRY


39.1         The Landlord may re-enter the Property
at any time after any of the following occurs:


(a)                                  any
rent is unpaid 21 days after becoming payable and in the case of the Annual
Rent whether it has been formally demanded or not,


(b)           any
breach of any condition of, or tenant covenant, in this lease,


(c)           where
the Tenant or any guarantor is a corporation,



 23
 









(i)                                     the
taking of any step in connection with any voluntary arrangement or any other
compromise or arrangement for the benefit of any creditors of the Tenant or
guarantor, or


(ii)                                  the
making of an application (other than a vexatious application) for an
administration order or the making of an administration order in relation to
the Tenant or guarantor, or


(iii)                               the
giving of any notice of intention to appoint an administrator, or the filing at
court of the prescribed documents in connection with the appointment of an
administrator, or the appointment of an administrator, in any case in relation
to the tenant or the guarantor, or


(iv)                              the
appointment of a receiver or manager or an administrative receiver in relation
to any property or income of the Tenant or guarantor,


(v)                                 or
the commencement of a voluntary winding-up in respect of the Tenant or
guarantor, except a winding-up for the purpose of amalgamation or
reconstruction of a solvent company in respect of which a statutory declaration
of solvency has been filed with the Registrar of Companies, or


(vi)                              the
making of a petition (other than a vexatious petition) for a winding-up order
or a winding-up order in respect of the Tenant or guarantor; or


(vii)                           the
striking-off of the Tenant or guarantor from the Register of Companies or the
making of an application for the Tenant or the guarantor to be struck-off; or


(viii)                        the Tenant
or guarantor otherwise ceasing to exist,


(d)                                 where
the Tenant or any guarantor is an individual:


(i)                                     the
taking of any step in connection with any voluntary arrangement or any other
compromise or arrangement for the benefit of any creditors of the Tenant or
guarantor, or


(ii)                                  the
presentation of a petition for a bankruptcy order or the making of a bankruptcy
order against the Tenant or guarantor.


39.2                           If the
Landlord re-enters the Property pursuant to this clause, this lease will
immediately end, but without prejudice to any right or remedy of the Landlord
in respect of any breach of covenant by the Tenant or any guarantor.


40.           LIABILITY


40.1                           At any
time when the Landlord, the Tenant or a guarantor is more than one person, then
in each case those persons will be jointly and severally liable for their
respective obligations arising by virtue of this lease. The Landlord may release
or compromise the liability of anyone of those persons or grant any time or
concession to anyone of them without affecting the liability of any other of
them.



 24
 









40.2                           The
obligations of the Tenant and any guarantor arising by virtue of this lease are
owed to the Landlord and the obligations of the Landlord are owed to the
Tenant.


40.3                           In any
case where the facts are or should reasonably be known to the Tenant, the
Landlord will not be liable to the Tenant for any failure of the Landlord to
perform any landlord covenant in this lease unless and until the Tenant has
given the Landlord notice of the facts that give rise to the failure and the
Landlord has not remedied the failure within a reasonable time.


41.           ENTIRE AGREEMENT AND EXCLUSION OF
REPRESENTATIONS


41.1                           This
deed constitutes the entire agreement and understanding of the parties relating
to the transaction contemplated by the grant of this deed and supersedes any
previous agreement between the parties relating to the transaction.


41.2                           The
Tenant acknowledges that in entering into this lease it has not relied on nor
will have any remedy in respect of, any statement or representation made by or
on behalf of the Landlord .


41.3                           Nothing
in this lease constitutes or will constitute a representation or warranty that
the Property or the Common Parts may lawfully be used for any purpose allowed
by this lease.


41.4         Nothing in this clause shall, however,
operate to limit or exclude any liability for fraud.


42.           NOTICES, CONSENTS AND APPROVALS


42.1                           Except
where this lease specifically states that a notice need not be in writing, or
where notice is given in an emergency, any notice given pursuant to this lease
must be in writing.


42.2                           A
written notice must be delivered by hand or sent by pre-paid first class post or
recorded delivery. A correctly addressed notice sent by pre-paid first class
post will be deemed to have been delivered at the time at which it would have
been delivered in the normal course of the post.


42.3                           Section
196 of the Law of Property Act 1925 will otherwise apply to notices given under
this lease.


42.4                           Where
the consent of the Landlord is required under this lease, a consent will only
be valid if it is given by deed, unless:


(a)                                  it
is given in writing and signed by a person duly authorised on behalf or the
Landlord, and


(b)                                 it
expressly states that the Landlord waives the requirement for a deed in that
particular case.


If a waiver is given, it will not affect the
requirement for a deed for any other consent.


42.5                           Where
the approval of the Landlord is required under this lease, an approval will
only be valid if it is in writing and signed by or on behalf of the Landlord,
unless:


(a)           the
approval is being given in a case of emergency, or


(b)           this
lease expressly states that the approval need not be in writing.



 25
 









42.6                           If the
Landlord gives a consent or approval under this lease, the giving of that
consent or approval will not imply that any consent or approval required from a
third party has been obtained, nor will it obviate the need to obtain any consent
or approval from a third party.


43.           GOVERNING LAW AND JURISDICTION


43.1         This Lease shall be governed by and
construed in accordance with the law of England.


43.2                           The
Landlord, the Tenant, and any other guarantor irrevocably agree to submit to
the exclusive jurisdiction of the courts of England over any claim or matter
arising under or in connection with this lease or the legal relationships
established by it.


44.           GOVERNING LAW AND JURISDICTION


This lease shall be governed by and construed in
accordance with the law of England.


44.           LANDLORD AND TENANT (COVENANTS) ACT
1995


This lease creates a new tenancy for the purposes of
the Landlord and Tenant (Covenants) Act 1995.


45.           CONTRACTS WARRANTIES AND DEED OF
COVENANT


45.1                           Subject
to the Tenant giving the Landlord a full indemnify, as to costs the Landlord
will enforce (so far as it is reasonable to do so) any contract or warranty
given by any third party in relation to any liability that that third party may
have relating to the design and construction of the Property insofar as such
liability relates to and affects the obligations of the Tenant under this Lease
and the repair reinstatement or replacement of any part of the Property
pursuant to this clause shall be considered to be in satisfaction of any obligation
of the Tenant under this Lease for the repair and maintenance of the Property


45.2                           The
Landlord will use its reasonable endeavours to enforce the performance by Axis
1 Limited of its obligations to provide the Services contained in the Deed of
Covenant


46.           LIABILITY UNDER SIPPS


The Landlord are the respective trustees of the SIPPS.
The persons comprising the Landlord at the date of this Lease shall not incur
any personal liability under this Lease but their liability shall only extend
to the assets held for the time being in the individual SIPPS of which they are
the Trustees.


 47.          LANDLORDS
WORKS


On or before the 31st day of December 2005 the
Landlord will carry out the several works specified in Schedule 3 and in
carrying out the works the Landlord shall:-


(a)           obtain
all consents which the Law requires; and


(b)                                 carry
out the works in a good and workmanlike manner in accordance with the
specification contained in Schedule 3 diligently accordance with all statutory
requirements and codes of practice and British standards and the Construction
(Design & Management) Regulations 1994 insofar as they are relevant to such
works; and


(c)                                  complete
the said works and make good any damage to the Property in the course of the
works to the reasonable satisfaction of the Tenant


This
document has been executed as a deed and is delivered and takes effect on the
date stated at the beginning of it.



 26















SCHEDULE 1


1.             GUARANTEE AND INDEMNITY


1.1           The Guarantor guarantees to the
Landlord that the Tenant will:


(a)                                  pay
the rents reserved by this lease and observe and perform the tenant covenants
of this lease and that if the Tenant fails to pay any of those rents or to
observe or perform any of those tenant covenants, the Guarantor will pay or
observe and perform them, and


(b)                                 observe
and perform any obligations the Tenant enters into in an authorised guarantee
agreement made in respect of this lease (the Authorised Guarantee Agreement)
and that if the Tenant fails to do so, the Guarantor will observe and perform
those obligations.


1.2                                 The
Guarantor covenants with the Landlord as a separate and independent primary
obligation to indemnify the Landlord against any failure by the Tenant to pay
any of the rents reserved by this lease or any failure to observe or perform
any of the tenant covenants of this lease, and


2.                                       GUARANTOR’S
LIABILITY


2.1                                 The
liability of the Guarantor under paragraphs 1.1 (a) and 1.2will continue until
the end of the term, or until the Tenant is released from the tenant covenants
of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995, if
earlier.


2.2           The liability of the Guarantor will
not be affected by:


(a)           any
time or indulgence granted by the Landlord to the Tenant, or


(b)                                 any
delay or forbearance by the Landlord in enforcing the payment of any of the
rents or the observance or performance of any of the tenant covenants of this
lease (or the Tenant’s obligations under the Authorised Guarantee Agreement) or
in making any demand in respect of any of them, or


(c)                                  any
refusal by the Landlord to accept any rent or other payment due under this
lease where the Landlord believes that the acceptance of such rent or payment
may prejudice its ability to re-enter the Property, or


(d)                                 the
Landlord exercising any right or remedy against the Tenant for any failure to
pay the rents reserved by this lease or to observe or perform the tenant
covenants of this lease (or the Tenant’s obligations under the Authorised
Guarantee Agreement), or


(e)                                  the
Landlord taking any action or refraining from taking any action in connection
with any other security held by the Landlord in respect of the Tenant’s
liability to pay the rents reserved by this lease or observe and perform the
tenant covenants of the lease (or the Tenant’s obligations under the Authorised
Guarantee Agreement) including the release of any such security, or


(f)                                    a
release or compromise of the liability of anyone of the persons who is the Guarantor,
or the grant of any time or concession to anyone of them, or



 27
 









(g)                                 any
legal limitation or disability on the Tenant or any invalidity or irregularity
of any of the tenant covenants of the lease (or the Tenant’s obligations under
the Authorised Guarantee Agreement) or any un enforceability of any of them
against the Tenant, or


(h)                                 the
Tenant being dissolved, or being struck off the register of companies or
otherwise ceasing to exist, or, if the Tenant is an individual, by the Tenant
dying or becoming incapable of managing its affairs, or


(i)                                     without
prejudice to paragraph 4, the disclaimer of the Tenant’s liability under this
lease or the forfeiture of this lease, or


(j)                                     the
surrender of part of the Property, except that the Guarantor will not be under
any liability in relation to the surrendered part in respect of any period
after the surrender, or


by any other act or omission except an express written
release of the Guarantor by the Landlord.


2.3           The liability of each of the persons
making up the Guarantor is joint and several.


2.4                                 Any
sum payable by the Guarantor will be paid without any deduction, set-off or
counter-claim against the Landlord or the Tenant.


3.             VARIATIONS AND SUPPLEMENTAL
DOCUMENTS


3.1                                 The
Guarantor will, at the request of the Landlord, join in and give its consent to
the terms of any consent, approval, variation or other document that may be
entered into by the Tenant in connection with this lease (or the Authorised
Guarantee Agreement).


3.2                                 Whether
or not the Landlord has requested that the Guarantor join in any such document
and whether or not the Guarantor has done so, the Guarantor will not be
released by any variation of the rents reserved by, or the tenant covenants of,
this lease (or the Tenant’s obligations under the Authorised Guarantee
Agreement), whether or not the variation is material or prejudicial to the
Guarantor and whether or not it is made in any document.


3.3                                 The
liability of the Guarantor will apply to the rents reserved by and the tenant
covenants of this lease (and the Tenant’s obligations under the Authorised
Guarantee Agreement) as varied whether or not:


(a)                                  the
variation is material or prejudicial to the Guarantor,


(b)                                 or
the variation is made in any document, or


(c)                                  the
Guarantor has consented to the variation (except to the extent that the
liability of the Guarantor is affected by section 18 of the Landlord and Tenant
(Covenants) Act 1995).


4.             GUARANTOR TO TAKE A NEW LEASE OR
MAKE PAYMENT


4.1                                 If
this lease is forfeited or the liability of the Tenant under this lease is
disclaimed and the Landlord gives the Guarantor notice not later than six
months after the forfeiture or the Landlord having received notice of the
disclaimer, the Guarantor will enter into a new lease of the Property on the
terms set out in paragraph 4.2.



 28
 









4.2                                 The
rights and obligations under the new lease will take effect from the date of
the forfeiture or disclaimer and the new lease will:


(a)                                  be
granted subject to the right of any person to have this lease vested in them by
the court and to the terms on which any such order may be made and subject to
the rights of any third party existing at the date of the grant,


(b)                                 be
for a term that expires at the same date as the end of the Contractual Term of
this lease had there been no forfeiture or disclaimer,


(c)                                  reserve
as an initial annual rent an amount equal to the Annual Rent on the date of the
forfeiture or disclaimer (subject to paragraph 5) and which is subject to
review on the same terms and dates provided by this lease, and


(d)                                 otherwise
be on the same terms as this lease (as varied if there has been any variation).


4.3                                 The
Guarantor will pay the Landlord’s solicitors’ costs and disbursements (on a
full indemnity basis) and any V A T in respect of them in relation to the new
lease and will execute and deliver to the Landlord a counterpart of the new
lease within one month after service of the Landlord’s notice.


4.4                                 The
grant of a new lease and its acceptance by the Guarantor will be without
prejudice to any other rights which the Landlord may have against the Guarantor
or against any other person or in respect of any other security that the
Landlord may have in connection with this lease.


4.5                                 The
Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1
but in the same circumstances and within the same time limit, require the
Guarantor to pay an amount equal to six months Annual Rent and the Guarantor
will pay that amount on demand.


5.             RENT AT THE DATE OF FORFEITURE OR
DISCLAIMER


If at the date of the forfeiture or disclaimer there
is a rent review pending under this lease, then the initial annual rent to be
reserved by the new lease will be the open market rent of the Property at the
relevant Review Date, as determined in accordance with the provisions of this
Lease.


6.             PAYMENTS IN GROSS AND RESTRICTIONS
ON THE GUARANTOR


6.1                                 The
Guarantor shall not claim in competition with the Landlord in any insolvency
proceedings or arrangement of the Tenant in respect of any payment made by the
Guarantor pursuant to this guarantee and indemnity. If it otherwise receives
any money in such proceedings or arrangement, it will hold that money on trust
for the Landlord to the extent of its liability to the Landlord.


6.2                                 The
Guarantor shall not, without the consent of the Landlord, exercise any right or
remedy that it may have (whether against the Tenant or any other person) in
respect of any amount paid or other obligation performed by the Guarantor under
this guarantee and indemnity unless and until all the obligations of the
Guarantor under this guarantee and indemnity have been fully performed.



 29
 









7.             OTHER SECURITIES


7.1                                 The
Guarantor warrants that it has not taken and covenants that it will not take
any security from or over the assets of the Tenant in respect of any liability
of the Tenant to the Guarantor. If it does take or hold any such security it
will hold it for the benefit of the Landlord.


7.2                                 This
guarantee and indemnity is in addition to any other security that the Landlord
may at any time hold from the Guarantor or the Tenant or any other person in
respect of the liability of the Tenant to pay the rents reserved by this lease
and to observe and perform the tenant covenants of this lease. It will not
merge in or be affected by any other security.


7.3                                 The
Guarantor shall not be entitled to claim or participate in any other security
held by the Landlord in respect of the liability of the Tenant to pay the rents
reserved by this lease or to observe and perform the tenant covenants of this
lease .



 30















SCHEDULE
2


	
  SIPP

  	
   

  	
  DEED ESTABLISHING SIPP

  	
   

  	
  TRUSTEES OF SIPP

  
	
  Raymond Low SIPP

  	
   

  	
  Declaration of Trust dated 4 May 2000 and all deeds
  supplemental to it made between The Governor and Company of the Bank of
  Ireland (1) A J Bell (PP) Trustees Limited (2)

  	
   

  	
  Raymond Low and A J Bell (PP) Trustees Limited

  
	
  Martin Peter Milner SIPP

  	
   

  	
  Declaration of Trust dated 4 May 2000 and all deeds
  supplemental to it made between The Governor and Company of the Bank of
  Ireland (1) A J Bell (PP) Trustees Limited (2)

  	
   

  	
  Martin Peter Milner, and A J Bell (PP) Trustees
  Limited

  
	
  Carolyn Joy Macmillan SIPP

  	
   

  	
  Declaration of Trust dated 4 May 2000 and all deeds
  supplemental to it made between The Governor and Company of the Bank of
  Ireland (1) A J Bell (PP) Trustees Limited (2)

  	
   

  	
  Carolyn Joy MacMillan and A J Bell (PP) Trustees
  Limited

  



 



 31















SCHEDULE
3


LANDLORD’S
WORKS


The
Landlord will upgrade the electricity supply to the Property by increasing the
connection to Unit 6a to 125 KV A and the connection to Unit 6b to 100 KV A and
also to provide appropriate duct work installed between Units 6a and 6b in
accordance with the attached specification. Brief particulars of the works are
appended hereto



 32















HGA/3871/ES 


TNS Sheffield - Units 6A & 68 Cable Duct Link 


1.0                                 Contractor
to carefully excavate trench 650W x 600 deep between Unit 6A &6B


2.0                                 Install
3 no. UPVC smooth bore 150mmØ ducts spaced 100mm and lay on a 50mm bed of sharp
sand.


3.0                                 Ducts
to have slow bend to terminate within each building. Core drill walls to
facilitate this again the 150mm holes to be spaced with 100mm clearance.


4.0                                 Ducts
to enter the false floor zone within each building and come complete with draw
wires


5.0                                 The
ducts shall be sealed at any joint position against ingress of water and where
they enter each building


6.0                                 The
trench shall be back filled using sifted granular material and the ground level
reinstated



 33















Letter from YEDL


Tel: 08450702703


Your Ref:


Our Ref: ENQ719234,
QU0715072


Date: 28 June 2005


Mr
Bates


Houghton
Greenlees & Associates 364


Clevedon
Hall Estate Victoria Road


Clevedon


BS21
7SJ


Dear
Mr Bates


 


Electricity Service at Units 6a & 6b Sheffield 35,
Churchill Way, Chaplet


Thank
you for your enquiry regarding the above site. I have pleasure in enclosing our
quotation .


Yorkshire
Electricity Distribution plc (YEDL) has appointed Integrated Utility Services
Limited (IUS) as its sub-contractor for the provision of new connections to its
network.


YEDL Proposals


In
line with your application, we shall upgrade the connections to units 6A &
6B to 125 kVA & 100 kV A respectively.


To
discuss this quotation in more details, please contact me on 01132415800.


Charges


Cost
of Connection Charge


Unit
A                    £5012.50


Unit
B                     £5012.50


VAT@
17.5%        £1754.38


Total Charge        £11779.38


To
accept this quotation, please complete and return the attached Quotation
Acceptance Form, together with your payment or credit/debit card details.


On
acceptance, an IUS Project Manager will contact you to make all the necessary
arrangements to carry out the work.



 34
 









Our
aim is to give the best possible service and I hope the following information
meets your requirements. However, if you are unhappy with any aspect of this
quotation, please write to:


YEDL
Customer Relations, 161 Gelderd Road, Leeds, LS1 1QZ, your complaint will be
thoroughly reviewed.


Yours
sincerely


DAVE
MILNER


 



 35















 


Technical Specification


We
shall provide a system of electricity that Three phase, 230/400V volts,
alternating current at 50Hz and with a maximum capacity of 125 &100 kVA.


Your
wiring installation must be completed and tested in accordance with the British
Standard 7671 (lEE Wiring Regulations) and, where a YEDL earth connection is
required, the particular requirements for bonding in The Electricity Safety,
Quality and Continuity Regulations 2002 must be met.


Your
electrical contractor must provide and install suitable over-current protection
device next to the agreed service position and suitable conductors to connect
to our service.


Conditions


·                                          This
quotation is subject to our standard terms and conditions.


·                                          This
quotation is open for your acceptance for the next 30 days.


·                                          The
provision of this quotation is free of charge, however should your site
requirements alter significantly such that a revised or alternative quotation
is required, we reserve the right to charge for any additional administrative
costs incurred.


·                                          All
excavation and reinstatement in public land shall be completed by IUS.


·                                          You
shall carry out all civil works on your property including the provision and
installation of any ducting and meter cabinets. The only acceptable cable duct
is in accordance with the EATS 12-24, co loured black and embossed ‘ELECTRIC
CABLE DUCT’. Ducting should be installed at the correct depth and a tile tape
installed 75mm above the ducting to meet the safety requirements of the
Electricity Safety, Quality and Continuity Regulations 2002.


·                                          All
ducts should be laid so that the top of the duct is a depth of 18 inches
(450mm) below pathways and 24inches (600mm) under driveways, below the final
surface level.


·                                          The
site for the meter should be both secure and waterproof before the work can be
carried out


·                                          The
expected lead-time for us to start on-site works is approximately 6 weeks.


·                                          Before
any site works can take place it may be necessary to obtain legal consents or
serve highway notices. The time associated with such procedures are largely
outside our control and may be in addition to our lead-time.


·                                          We
reserve the right to review this quotation if additional costs are incurred as
a result of acquiring any consents.


For
new connections, you will need to appoint an Energy Supplier. Your Energy
Supplier is responsible for new or alterations to your existing metering
equipment. Please contact them in advance to discuss your requirements. Failure
to do so will result in the energisation of the connection being delayed. We
will notify the nominated Supplier of the MPAN number and your details in order
to pre-register your supply. This do


If
you change your Supplier during the course of the scheme development, then you
must notify us of the change.



 36
 









Signed
as a Deed by


RAYMOND LOW


in the presence of:-


Executed
as a Deed by


A J BELL (PP) TRUSTEES


LIMITED
acting by two Directors/


a
Director and its Authorised Signatory


	
  

  	
   

  	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Authorised Signatory

  



 


Signed
as a Deed by


MARTIN PETER MILNER


in the presence of:-


Signed
as a Deed by


CAROLYN JOY MACMILLAN


in
the presence of:-



 37