Exhibit
10.25














LEASE






Between


LONGBARREL
PROPERTY LIMITED PARTNERSHIP


and


SPECTRALINK
CORPORATION


September         ,
2005










 


















 


PARTICULARS


 


	
  DATE:

  	
   

  	
   

  
	
  LANDLORD:

  	
   

  	
  LEGAL AND GENERAL ASSURANCE
  SOCIETY LIMITED of Temple Court 11 Queen Victoria Street London EC4N 4TP

  
	
  TENANT:

  	
   

  	
  SPECTRALINK INTERNATIONAL
  CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

  
	
  GUARANTOR:

  	
   

  	
  SPECTRALINK
  CORPORATION of 5755 Central Avenue
  Boulder CO 80301 USA

  
	
  PROPERTY:

  	
   

  	
  First Floor Futura
  House The Southwood Crescent Southwood Business Park Farnborough Hampshire

  
	
  ESTATE:

  	
   

  	
  the Landlord’s property
  known as Southwood Business Park Farnborough Hampshire

  
	
  LENGTH OF TERM:

  	
   

  	
  5 years

  
	
  TERM COMMENCEMENT DATE:

  	
   

  	
  2005

  
	
  INITIAL RENT:

  	
   

  	
  £95,568 per annum

  
	
  RENT COMMENCEMENT DATE:

  	
   

  	
  2007, provided that
  this date shall be postponed by one day for each day or part of a day after 5
  December 2005 that the works listed under the headings “Heating Plant and
  Controls”, “Electrical Services”, “Fire Alarm System” and “Lift Installation”
  in the Schedule of Defects annexed to this Lease are not completed in
  accordance with clause 4.5, subject always to compliance by the Tenant with
  the provisions of clause 3.24

  



 


 


















 


DATED


PARTIES


	
  1

  	
   

  	
  Landlord

  	
   

  	
  LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED (company
  no 166055) whose registered office is at Temple Court 11 Queen Victoria
  Street London EC4N 4TP

  
	
  2

  	
   

  	
  Tenant

  	
   

  	
  SPECTRALINK INTERNATIONAL
  CORPORATION of
  5755 Central Avenue Boulder CO 80301 USA

  
	
  3

  	
   

  	
  Guarantor

  	
   

  	
  SPECTRALINK
  CORPORATION of 5755 Central Avenue Boulder CO 80301 USA

  



 


OPERATIVE
PROVISIONS


1                                                    Definitions
and interpretation


1.1                                           Unless
the contrary intention appears the following definitions apply:




	
  Building

  	
   

  	
  the building of which the Property forms part as the
  same is shown for the purposes of identification only edged red on Plan 1 and
  each and every part of the Building;

  
	
   

  	
   

  	
   

  
	
  Common Parts

  	
   

  	
  those parts of the Building to be used in common by
  any of the Tenant, other tenants and occupiers of the Building, the Landlord,
  and those properly authorised or permitted by them to do so, and Common Parts includes (but without limitation) the atrium
  and entrance hall and entrance ways, corridors, lobbies, staircases,
  lavatories, access ways, passages, lifts, service areas and other such
  amenities, but excluding any such parts as may be within the Property;

  
	
   

  	
   

  	
   

  
	
  Conduits

  	
   

  	
  any pipe wire duct cable channel sewer drain water-course
  gutter shaft flue subway or other service media;

  






 



 1
 









 




	
  Encumbrances

  	
   

  	
  the matters contained imposed by or referred to in
  the registers of title number HP515573;

  
	
   

  	
   

  	
   

  
	
  Estate

  	
   

  	
  the land briefly described in the Particulars
  together with all roadways pathways covered ways pedestrian access ways and
  areas car parking spaces and roads giving access thereto refuse collection
  and disposal areas gardens verges and landscaped areas and all other areas and
  items on or forming part of the land in the ownership of the Landlord as the
  same is shown for the purposes of identification only edged green on Plan 1
  together with any extensions or additions to it from time to time;

  
	
   

  	
   

  	
   

  
	
  Fair
  Proportion

  	
   

  	
  in relation to the Estate Services referred to in
  Schedule 3 Part 2, 4.67% (provided that in the event that the Estate is
  extended or added to this percentage will be reduced by an appropriate amount
  to take account of such extension or addition);

   

  AND

   

  in relation to the Building Services referred to in
  Schedule 3 Part 3, 48.89%;

   

  OR

   

  in either case such other proportion as the Landlord
  may at its discretion attribute to the Property from time to time as shall be
  fair and reasonable in the circumstances and in the exercise of the
  discretion the Landlord may if it is appropriate:

   

  (a) attribute the whole of such expenditure to the
  Property; and

   

  (b) make special attributions of expenditure in

  






 



 2
 









 




	
  

  	
   

  	
  the case of services provided outside of the hours
  of 7am and 7pm on weekdays or during weekends and public holidays where only
  some tenants on the Estate or in the Building (as the case may be) elect to
  carry on their business;

  
	
   

  	
   

  	
   

  
	
  Inherent
  Defect

  	
   

  	
  any defect in the Property or the Building (as the
  case may be) which is attributable to defective design, defective
  workmanship, defective materials or defective supervision in or of any works
  carried out to the Building since its initial construction;

  
	
   

  	
   

  	
   

  
	
  Insured
  Risks

  	
   

  	
  risks of loss or damage by fire storm tempest
  earthquake explosion lightning aircraft and articles dropped from aircraft
  civil commotion malicious damage impact by vehicles flood and bursting and
  overflowing of water pipes and tanks terrorism landslip subsidence heave and
  such other risks as the Landlord may in its absolute discretion think fit to
  insure against;

  
	
   

  	
   

  	
   

  
	
  Interest

  	
   

  	
  interest at the rate of 4% over the base rate of
  Barclays Bank PLC from time to time (as well after as before judgement) or
  such other comparable rate as the Landlord may reasonably and properly
  designate if the base rate ceases to be published compounded at quarterly
  rests on 31 March 30 June 30 September and 31 December in each year;

  
	
   

  	
   

  	
   

  
	
  Landlord

  	
   

  	
  the person referred to in the Particulars as the
  Landlord and shall include the person for the time being entitled to the
  reversion immediately expectant on the determination of the term hereby
  created;

  






 



 3
 









 




	
  Outgoings

  	
   

  	
  (in relation to the Property) all non-domestic
  rates, (including rates for unoccupied property), water rates, water charges
  and all existing and future rates, taxes, charges, assessments, impositions
  and outgoings whatsoever (whether parliamentary or local) which are now or
  may at any time be payable, charged or assessed on property, or the owner or
  occupier of property, but “taxes” in this context does not include value
  added tax, nor any taxes imposed on the Landlord in respect of the yearly
  rent reserved by this Lease, or in respect of a disposal of the interest in
  immediate reversion to this Lease;

  	 

	
   

  	
   

  	
   

  	 

	
  Particulars

  	
   

  	
  the details appearing on the page headed
  “Particulars” at the front of this Lease;

  	 

	
   

  	
   

  	
   

  	 

	
  Plan

  	
   

  	
  a plan annexed to this Lease;

  	 

	
   

  	
   

  	
   

  	 

	
  Planning
  Acts

  	
   

  	
  “the consolidating Acts” as defined in the Planning
  (Consequential Provisions) Act 1990 and any other legislation relating to
  town and country planning in force from time to time;

  	 

	
   

  	
   

  	
   

  	 

	
  Property

  	
   

  	
  the property briefly described in the Particulars
  and every part thereof as the same is shown edged red on Plan 2 including:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  (a)

  	
  the glass of the external windows and lights of the
  Property but excluding the frames and fitments;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  the doors, door frames, equipment, fitments and any
  glass relating to the doors of the Property;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  the internal plaster or other surfaces of
  loadbearing walls and columns within the Property and of walls which form

  
						






                                                                


 



 4
 









 




	
  

  	
   

  	
   

  	
  boundaries of the Property;

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  non-loadbearing walls completely within the
  Property;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  the flooring, raised floors and floor screeds down
  to the joists or other structural parts supporting the flooring of the
  Property;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)

  	
  the plaster or other surfaces of the ceilings and
  false ceilings within the Property and the voids between the ceilings and
  false ceilings;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)

  	
  the Conduits within and exclusively serving the
  Property;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)

  	
  appurtenances, fixtures, fittings and rights granted
  by this Lease; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  machinery and plant situated within and exclusively
  serving the Property;

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  and improvements and additions made to, and
  fixtures, fittings and appurtenances in, the Property, but excluding Tenant’s
  fixtures and fittings the structural parts loadbearing framework roof foundations
  joists and external walls and the Conduits and machinery and plant within
  (but not exclusively serving) the Property and the window frames;

  	 

	
   

  	
   

  	
   

  	 

	
  Tenant

  	
   

  	
  the person referred to in the Particulars as the
  Tenant and shall include the Tenant’s successors in title;

  	 

	
   

  	
   

  	
   

  	 

	
  Term

  	
   

  	
  the length of Term set out in the Particulars
  calculated from and including the Term Commencement Date set out in the
  Particulars; and

  	 

							






 



 5
 









 




	
  Unsecured Underletting

  	
   

  	
  an underletting of the whole or part of the Property
  in relation to which the underlessor and the underlessee have agreed to
  exclude the provisions of sections 24 to 28 of the Landlord and Tenant Act
  1954 before completion of the underletting or, if earlier, the underlessee’s
  contractual obligation to enter into the underletting have duly carried out
  the requirements of schedule 1 and 2 of the Regulatory Reform (Business
  Tenancies) (England and Wales) Order 2003 to render their agreement valid.

  






 


1.2                                           Any
obligation on a party to this Lease to do any act includes an obligation to
procure that it is done.


1.3                                           Where
the Tenant is placed under a restriction in this Lease the restriction includes
the obligation on the Tenant not to permit or allow the infringement of the
restriction by any person under the Tenant’s control.


1.4                                           References
to liability include where the context allows claims demands proceedings
damages losses costs and expenses.


1.5                                           The
clause and paragraph headings in this Lease are for ease of reference only and are
not to be taken into account in the construction or interpretation of any
provision to which they refer.


1.6                                           Unless
the contrary intention appears references:


1.6.1                                                            to
numbered clauses and schedules are references to the relevant clause in or
schedule to this Lease; and


1.6.2                                                            to
a numbered paragraph in any schedule are references to the relevant paragraph
in that schedule.


1.7                                           Words
in this Lease denoting the singular include the plural meaning and vice versa.


1.8                                           Except
for the Town and Country Planning (Use Classes) Order 1987 references in this
Lease to any statutes or statutory instruments include any statute or statutory




 6
 









                                                          instrument
amending consolidating or replacing them respectively from time to time in
force and references to a statute include statutory instruments and regulations
made pursuant to it.


1.9                                           Words
in this Lease importing one gender include both other genders and may be used
interchangeably and words denoting natural persons where the context allows
include corporations and vice versa.


1.10                                     For
the purposes of this Lease two companies are members of the same group if one
is the subsidiary of the other or both are subsidiaries of a third company “subsidiary”
having the meaning given to it in section 736 of the Companies Act 1985.


1.11                                     In
this Lease unless there be something in the subject or context inconsistent
therewith where there are two or more persons included in the expression “the
Tenant” or “the Guarantor” then covenants made by them shall be covenants by
them jointly and severally.


2                                                    The
Landlord at the request of the Guarantor hereby demises unto the Tenant the
Property together with the rights set out in Schedule 4 except and reserved to
the Landlord and all others so authorised the rights set out in Schedule 1 for
the Term and subject to the Encumbrances the Tenant paying during the Term:


2.1                                           the
yearly rent of £95,568 by equal quarterly payments in advance on the usual
quarter days in every year the first (or a proportionate part) of such payments
in respect of the period commencing on the Rent Commencement Date and ending on
the day preceding the following quarter day to be made on the Rent Commencement
Date; and


2.2                                           as
additional rent:


2.2.1                                                            the
Service Charge commencing on the Term Commencement Date;


2.2.2                                                            the
costs incurred by the Landlord under clause 4.2 commencing on the Term
Commencement Date;


2.2.3                                                            Interest
payable by the Tenant under the terms of this Lease; and


2.2.4                                                            such
value added tax as may be chargeable on the rent and other additional rents
reserved by this Lease.



 7
 









3                                                    The
Tenant covenants with the Landlord during the Term and any statutory extension
of the tenancy created by this Lease as follows:


3.1.1                                                            To
pay the yearly rent at the times and in the manner required in clause 2 free
from any deductions and rights of set-off (except where required by law) (legal
or equitable) and by means of standing order to the Tenant’s bankers.


3.1.2                                                            To
pay the additional rents reserved by this Lease at the times and in the manner
specified.


3.2


3.2.1                                                            To
pay Interest on so much of the yearly rent as remains unpaid after it has
become due and on the additional rents and other monies payable under this
Lease as remain unpaid 7 days after they have become due from the date that
they became due until payment is made to the Landlord.


3.2.2                                                            To
pay Interest under clause 3.2.1 for any period during which the Landlord
properly refuses to accept the tender of payment because of an unremedied
breach of covenant by the Tenant.


3.3


3.3.1                                                            To
pay Outgoings.


3.3.2                                                            To
pay all value added tax (or any tax of a similar nature that may be substituted
for it or levied in addition to it) on any sums of money chargeable thereto
which shall be due from the Tenant by virtue of the provisions of this Lease
and to indemnify the Landlord against any liability to pay value added tax on
any such sums insofar as the same may be irrecoverable by the Landlord.


3.3.3                                                            If
the Property is damaged by any Insured Risk, the Tenant will pay to the
Landlord within 14 days of written demand the amount of any uninsured excess to
which the insurance cover of the Landlord is subject.


3.3.4                                                            The
Tenant will pay the cost of the revaluation of the Property for insurance
purposes but not more than once in any two year period.


3.3.5                                                            To
refund to the Landlord within 14 days of written demand (where Outgoings relate
to the whole or part of the Building or other property including the Property)
a fair and proper proportion of the 



 8















 


                                                                                    Outgoings
attributable to the Property, such proportion to be conclusively determined by
the Landlord or the Landlord’s surveyor (in each case acting reasonably and
impartially).


3.3.6                                                            To
pay for all gas and electricity consumed on the Property, all charges for
meters, and all standing charges.


3.4                                           At
all times during the Term to repair, maintain and clean the Property and to
keep the Property in good and substantial repair and condition and maintained
(except in respect of damage caused by an Insured Risk or Inherent Defect) and
to yield up the same at the expiration or sooner determination of the Term or
at such later time as the Landlord recovers possession of the Property from the
Tenant repaired and kept in accordance with the Tenant’s covenants in this
Lease and if so required by the Landlord to remove from the Property all the
Tenant’s belongings that is to say trade fixtures and fittings  and all notices notice boards and signs
bearing the name of or otherwise relating to the Tenant (including in this
context any persons deriving title to the Property under the Tenant) or its
business and to make good to the reasonable satisfaction of the Landlord all
damage to the Property and the Building resulting from the removal of the
Tenant’s belongings from the Property.


3.5                                           Without
prejudice to the generality of the foregoing covenant:


3.5.1                                                            In
the last three months of the Term (however it may terminate) to paint polish
paper or otherwise properly to treat as the case may be all the inside of the
Property in a workmanlike manner and in every case with materials of good
quality.


3.5.2                                                            Not
without the consent of the Landlord to alter, cover up or change any part of
the architectural decorations or the external colour of the Property.


3.5.3                                                            To
unstop cleanse repair and maintain and so to keep all Conduits exclusively
serving the Property and belonging to or forming part of the Property.


3.5.4                                                            To
repair or replace if beyond repair forthwith by new articles of similar kind
and quality any fixtures fittings or plant or equipment (other than tenant’s or
trade fixtures and fittings) upon or in the Property which shall become in need
of repair or replacement.



 9
 









3.5.5                                                            To
keep the Property properly cleansed and to clean the inside of all windows at
least once in every 3 months.


3.6


3.6.1                                                            To
permit the Landlord their agents with or without others and appliances at all
reasonable hours during the Term upon not less than 48 hours prior written
notice (except in case of emergency) to enter the Property to view the state
and condition thereof and to give or leave on the Property notice in writing to
the Tenant of all defects want of repair and breaches of covenant for which the
Tenant is responsible and within two months after every such notice or sooner
in an emergency to commence to repair and to make good the same according to
such notice to the reasonable satisfaction of the Landlord’s surveyor; and


3.6.2                                                            if
the Tenant shall fail within two months days of such notice or immediately in
case of emergency to commence and then to diligently and expeditiously comply
with such notice it shall be lawful (but without prejudice to the right of re-entry
and forfeiture hereinafter contained) for the Landlord its agents and others to
enter upon the Property and to carry out or cause to be carried out any of the
works referred to in such notice and all costs and expenses properly incurred
thereby together with Interest from the date of expenditure by the Landlord
shall be paid by the Tenant to the Landlord within 14 days of written demand.


3.7                                           To
permit the Landlord its agents or surveyors with or without others and
appliances at all reasonable times upon not less than 48 hours prior written
notice (except in the case of emergency) during the Term:


3.7.1                                                            to
enter the Property to take schedules or inventories of the fixtures fittings
plant and machinery belonging to the Landlord or to be yielded up at the
expiration or sooner determination of the Term;


3.7.2                                                            to
carry out any repairs or other work which the Landlord must or may carry out
under the provisions of this Lease upon or to the Property or the Building or
to cleanse or empty or renew the Conduits belonging to the same all damage
occasioned thereby to the Property being made good as soon as reasonably
possible and in a good and workmanlike manner; or



 10
 









3.7.3                                                            to
enter upon the Property with or without other persons to exercise any of the
rights granted to the Landlord by this Lease;


PROVIDED ALWAYS THAT the Landlord (or other person entering):


(a)          exercising
the right in a proper manner and causing as little nuisance as reasonably
practicable;


(b)         making
good any damage caused to the Property or any of the Tenant’s fixtures and
fittings as soon as reasonably practicable;


(c)          where
entry is to carry out works, only exercising the right where the works cannot
otherwise be reasonably carried out.


3.8                                           Not
to do nor cause to be done nor permit or allow any other person to do the
following:


3.8.1                                                            alter
remove from add to cut or injure or in any way affect:


3.8.1.1                                            the
structure of the Property or any structural part thereof or the exterior of the
Property or the appearance of the Property as seen from the exterior;


3.8.1.2                                            the
non-structural parts of the Property without the prior written consent of
the Landlord (such consent not to be unreasonably withheld or delayed);


3.8.2                                                            suspend
from or impose upon any part of the Property or the Building any excessive
weight nor install any machine which shall be unduly noisy or cause vibrations
or otherwise subject the Property or the Building to any strain beyond that
which it is designed to bear;


3.8.3                                                            cause
or allow any nuisance to the Landlord or its other tenants of the Building or
owners, tenants and occupiers of adjoining and neighbouring properties or use
the Property for any illegal or immoral act or purpose;


3.8.4                                                            allow
any rubbish to accumulate upon the Property, the Building or the Estate;


3.8.5                                                            anything
knowingly whereby any policy of insurance relating to the Property, the
Building or any adjacent or nearby property may 



 11
 









                                                                                    become
void or voidable or whereby the premium thereon may be increased and that the
Tenant will comply with the requirements of the insurers of the Property;


3.8.6                                                            overload
the lifts, electrical installation or Conduits in the Property and/or the
Building;


3.8.7                                                            install
or erect any exterior lighting, shade, canopy or awning or other structure in
front of, or elsewhere outside, the Property including for the avoidance of
doubt the part of the Property shown edged red and coloured yellow on Plan 2.


3.9


3.9.1                                                            Not
to place or display on the exterior or the windows of the Property or inside
the Property so as to be visible from the exterior of the Property any name
writing notice sign illuminated sign display of lights placard poster sticker
or advertisement other than:


3.9.1.1                                            the
name of the Tenant signwritten on the entrance doors of the Property in a style
and manner approved by the Landlord or the Landlord’s surveyor, such approval
not to be unreasonably withheld or delayed; and


3.9.1.2                                            the
name of the Tenant and any permitted sub-tenants displayed on the indicator
board in the entrance lobby in the Building and the common signage board in the
car park outside the Building.


3.9.2                                                            If
any name writing notice sign placard poster sticker or advertisement is placed
or displayed in breach of these provisions to permit the Landlord to enter the
Property and remove such name writing notice sign placard poster sticker or
advertisement and to pay to the Landlord within 14 days of written demand the
proper expense of so doing.


3.9.3                                                            Not
to erect any satellite dish or aerial of any kind in on or about the Property
without the Landlord’s prior written consent which is not to be unreasonably
withheld or delayed.


3.10


3.10.1                                                      At
the Tenant’s own expense to execute all works provide and maintain all arrangements
and comply with the requirements of every enactment (which expression in this
Lease includes any act of 



 12
 









                                                                                    parliament
already or hereafter to be passed any statutory instrument notice direction
order regulation bylaw rule and condition already or hereafter to be made under
in pursuance of or deriving effect from any such act) of parliament any
government department local authority or other public authority or duly
authorised officer or court of competent jurisdiction so far as they relate to
or affect the Property or the Tenant thereof or the user thereof or the
employment therein of any person or the use therein of any machine by the
Tenant.


3.10.2                                                      To
indemnify the Landlord against all reasonable and proper costs charges and
expenses of or incidental to the matters aforesaid and not to do or omit or
suffer to be done or omitted any act or thing by reason of which the Landlord
may under any enactment incur or have imposed upon them or become liable to pay
any penalty damages compensation costs charges or expenses.


3.10.3                                                      To
pay to the Landlord within 14 days of written demand all proper and reasonable
costs charges and expenses (including surveyor’s architect’s and other
professional adviser’s fees) incurred by the Landlord of or incidental to
executing all works providing and maintaining all arrangements and complying
with the requirements of every enactment or direction as aforesaid so far as
the same relate to any property capable of being used or enjoyed by the Tenant
in common or jointly with any other person or persons or the user thereof.


3.11                                     To
give full particulars to the Landlord as soon as possible of any permission
notice order or proposal for a notice or order relevant to the Property or the
Building or to the use or condition thereof or otherwise concerning the Tenant
made given or issued to the Tenant or the occupier of the Property by any
lawful authority and if so reasonably required to produce such document to the
Landlord and then as soon as reasonably practicable to take all reasonable or
necessary steps to comply therewith and also at the request and cost of the
Landlord to make or join with them in making such reasonable and necessary
objections or representations against or in respect of any such notice order or
proposal as aforesaid as they shall deem expedient (save where in the
reasonable opinion of the Tenant such objections or representations would be
materially detrimental to the Tenant’s business interests).



 13
 









3.12


3.12.1                                                      Not
to use the Property otherwise than as offices and for purposes ancillary to
that use.


3.12.2                                                      Nothing
in this Lease implies or is to be treated as a warranty to the effect that the
use of the Property for those purposes is in compliance with the Planning Acts
and all other statutes and regulations relating to Town and Country Planning
from time to time in force.


3.13


3.13.1                                                      Not
to assign or charge part only of the Property.


3.13.2                                                      Not
to assign or charge this Lease without the consent of the Landlord but subject
to the operation of the following provisions of this clause 3.13.2 such consent
is not to be unreasonably withheld or delayed:


3.13.2.1                                      on
an assignment by the Tenant the Landlord may require if it is reasonable and
proper to do so a guarantee of the tenant covenants of the assignee from a
guarantor who is reasonably and properly acceptable to the Landlord (the
operative provisions of which are in the form required in Schedule 5
Part 1); and


3.13.2.2                                      the
Landlord may in addition to reasonable and proper grounds withhold its consent
to an application by the Tenant for licence to assign this Lease unless (for
the purposes of section 19(1A) of the Landlord and Tenant Act 1927) the
conditions in this clause 3.13.2.3 are met; that:


(a)                                  at
the time of the assignment there are no arrears of rent or other monies due to
the Landlord;


(b)                                 if
reasonably required at the time of assignment the Tenant enters into an
authorised guarantee agreement the operative provisions of which are in the
form required in Schedule 5 Part 2; and/or



 14
 









(c)                                  on
an assignment by the Tenant to a company which is another member of the same
group of companies the ultimate holding company (unless it is the assignee or
it would itself be giving an authorised guarantee agreement) enters into a
guarantee (the operative provisions of which are in the form required in
Schedule 5 Part 1) but if the ultimate holding company would
otherwise be released from liability the Landlord may require another
substantial member of the group to give the guarantee.


3.13.3                                                      Not
to underlet the whole or any part of the Property without the consent of the
Landlord (such consent not to be unreasonably withheld or delayed).


3.13.4                                                      On
the grant of an underlease to obtain covenants by deed from the underlessee
direct with the Landlord in such form as the Landlord may reasonably require
that the underlessee will:


3.13.4.1                                      not
assign sub-underlet or charge part only of the premises underlet;


3.13.4.2                                      not
part with or share possession or occupation of the whole or any part of the
premises underlet nor grant rights to third parties over them except by a
permitted assignment or sub-underletting;


3.13.4.3                                      not
assign, charge or sub-underlet the whole of the premises underlet without
obtaining the previous consent of the Landlord under this Lease (such consent
not to be unreasonably withheld or delayed); and


3.13.4.4                                      provide
for the inclusion in any sub-underleases granted out of the underlease (whether
immediate or mediate) of covenants to the same effect as those contained in
this clause 3.13.4 and clause 3.13.5.


3.13.5                                                      On
the grant of any underlease:



 15
 









3.13.5.1                                      not
to reserve or take a premium or fine;


3.13.5.2                                      to
reserve a rent which is not less than market rent at the time of the grant of
the underlease (assessed in accordance with the principles applied by the court
under section 34 of the Landlord and Tenant Act 1954) or (where only part of
the Property is underlet) the proportionate part of the market rent of the
Property (such proportion to be approved by the Landlord but such approval not
to be unreasonably withheld or delayed);


3.13.5.3                                      to
include provisions in the underlease to the same effect as those in clause
3.13.2; and


3.13.5.4                                      to
include such underlessee covenants as are not inconsistent with or impair the
due performance and observance of the covenants of the Tenant in this Lease.


3.13.6                                                      Not
to underlet the Property so as to sub-divide the Property into more than
two units of occupation.


3.13.7                                                      Not
to underlet the whole or any part of the Property except by way of Unsecured
Underletting.


3.13.8                                                      Not
(except by assignment or underletting permitted under this clause 3.13) to:


3.13.8.1                                      part
with or share possession or occupation of the whole or any part of the
Property; or


3.13.8.2                                      grant
any rights over the Property to third parties.


3.13.9                                                      The
preceding provisions of this clause 3.13 do not apply to any parting with
possession or occupation or the sharing of occupation or sub-division of
the Property to or with any member of a group of companies of which the Tenant
is itself a member if:


3.13.9.1                                      the
interest in the Property so created is and remains no more than a tenancy at
will; and


 



 16















3.13.9.2                                      the
possession occupation or sub-division are immediately terminated if the Tenant
and the relevant member cease for any reason to be members of the same group of
companies.


3.14


3.14.1                                                      Not
without the consent of the Landlord (such consent not to be unreasonably
withheld or delayed) to vary the terms or waive the benefit of any underlessee
covenants or conditions in an underlease of the Property.


3.14.2                                                      Diligently
to enforce the underlessee covenants and conditions in any underlease of the
Property.


3.14.3                                                      Not
without the consent of the Landlord to accept any sum or payment in kind by way
of commutation of the rent payable by an underlessee of the Property.


3.14.4                                                      Not
to accept the payment of rent from an underlessee of the Property otherwise
than by regular quarterly (or more frequent) payments in advance.


3.15                                     To
pay to the Landlord all costs charges and expenses (including solicitors’
counsels’ and surveyors’ and other professional costs and fees) properly
incurred by the Landlord:


3.15.1                                                      in
or in proper contemplation of any proceedings relating to the Property under
sections 146 or 147 of the Law of Property Act 1925 or the preparation and
service of any notice thereunder (whether or not a notice served under the said
section 146 is complied with by the Tenant or the Tenant has been relieved
under the provisions of the said Act and notwithstanding that forfeiture is
avoided other than by relief granted by the court) and to keep the Landlord
fully and effectively indemnified against all costs expenses claims and demands
whatsoever in respect of the said proceedings;


3.15.2                                                      in
the preparation and service of a schedule of dilapidations at any time during
or within 6 months after the termination of this Lease;


3.15.3                                                      in
connection with the recovery of arrears of rent due from the Tenant hereunder;



 17
 









3.15.4                                                      in
respect of any application for consent or licence required by this Lease
whether or not such consent be granted save where such consent shall have been
held by a court of law to have been unreasonably withheld or delayed and
provided that such costs are reasonably incurred.


3.16                                     In
relation to the Planning Acts and legislation of a similar nature and any
statutory modification or re-enactment thereof for the time being in
force and any order instrument plan regulation permission and directive made or
issued or to be made or issued thereunder or deriving validity therefrom:


3.16.1                                                      at
all times to comply with the provisions of the Planning Acts and all licences
consents and permissions (if any) already or hereafter to be granted or imposed
thereunder or under any enactment repealed thereby;


3.16.2                                                      so
often as occasion shall require at the Tenant’s own expense to obtain from the
proper authority all such licences consents and permissions (if any) as may be
required for the carrying out by the Tenant of any operations on or the use of
the Property or the institution or continuance by the Tenant thereon of any use
thereof which may constitute development within the Planning Acts and not to
make or permit any application for planning permission without the written
consent of the Landlord such consent not to be unreasonably withheld or delayed
in respect of any application by the Tenant pursuant to clause 3.9.3;


3.16.3                                                      unless
the Landlord shall otherwise in writing direct to carry out before the
expiration or sooner determination of this Lease any works stipulated to be
carried out to the Property pursuant to any planning permission applied for by
the Tenant whether or not the date by which the planning permission requires
such works to be carried out falls during the Term;


3.16.4                                                      when
called upon so to do to produce to the Landlord all plans documents and other
evidence as they may reasonably require to satisfy itself that the provisions
of this covenant have been complied with in all respects;



 18
 









3.16.5                                                      in
any case where any planning permission has been granted subject to conditions
the Landlord shall be entitled as a condition of giving its consent when
otherwise required by this Lease to require the Tenant to provide security for
the compliance with the conditions imposed by the permission and the permission
shall not be acted upon until such security shall have been provided to the
satisfaction of the Landlord;


3.16.6                                                      as
soon as reasonably possible to give to the Landlord notice of any order
direction proposal or notice under the Planning Acts or relating to any of the
matters referred to in this clause 3.16 which is served upon or received by or
comes to the notice of the Tenant in connection with or relating to the
Property and produce any such order direction proposal or notice as aforesaid
as is in the possession of the Tenant and will not take any action regarding
such order direction proposal or notice as aforesaid not approved by the
Landlord such approval not to be unreasonably withheld or delayed.


3.17


3.17.1                                                      To
keep the Property supplied and equipped with such fire fighting and
extinguishing appliances as shall from time to time be required by law and such
appliances shall be open to inspection and shall be maintained to the
satisfaction of the Landlord acting reasonbly.


3.17.2                                                      As
soon as reasonably possible following the Tenant becoming aware of the
happening of any event or thing against which insurance has been effected by
the Landlord to give notice thereof to the Landlord.


3.18                                     During
the six months immediately preceding the determination of this Lease providing
that the Tenant is not renewing the Lease to permit the Landlord or their
agents to affix upon any part of the Property provided that the Tenant’s access
light or use and enjoyment thereof is not affected a notice as to the proposed
re-letting or disposal thereof and to permit the viewing of the Property
at reasonable times upon reasonable prior notice.


3.19                                     Not
to allow trade empties or rubbish of any description to accumulate on the
Property, the Building or the Estate and not allow to be hung or exposed
outside or from the windows of the Property any clothes articles or other
chattels of any description nor to store goods outside the Property including
for the avoidance of doubt the part of the Property shown edged red and
coloured yellow on Plan 2 nor to park vehicles on the access roads of the
Estate nor to carry on any trade or process outside the Property.



 19
 









3.20                                     Not
to stop up or obstruct any windows or light belonging to the Property (save in
respect of alterations approved under clause 3.8.1.2) or any other buildings
belonging to the Landlord or knowingly permit any new encroachment or easement
to be made into against or upon the Property and to give notice to the Landlord
of any such which shall be made or attempted and at the request and cost of the
Landlord to adopt such means and take such steps as may be required by the
Landlord to prevent the same.


3.21                                     Within
one month after the execution of any dealing or any transmission by reason of a
death or otherwise affecting the Property to leave with the solicitors for the
time being of the Landlord a certified true copy of the deed instrument or
other document evidencing or affecting such dealing or transmission together
with a registration fee of £50 and to procure that every sub-lease of the
Property shall contain a similar covenant by the sub-lessee and expressed
to be for the benefit of the Tenant and the Landlord.


3.22                                     To
observe and perform or cause to be observed and performed all reasonable and
proper rules and regulations made by the Landlord from time to time for the
orderly and proper use of the Common Parts, the security of the Building and
the management of the Estate.


3.23                                     To
observe and perform the obligations on its part contained in the schedules.


3.24                                     Within
5 working days after receipt of notice from the Landlord that the works listed
under the headings “Heating Plant and Controls”, “Electrical Services”, “Fire
Alarm System” and “Lift Installation” in the Schedule of Defects annexed to
this Lease have been completed to give notice to the Landlord stating whether
those works have been completed to the Tenant’s reasonable satisfaction.  If such works have not been completed to the
Tenant’s reasonable satisfaction, the Tenant’s notice is to give full reasons
as to why this is not the case.  Any
dispute regarding this clause shall be referred to the determination of an
independent expert to be appointed by the parties jointly or if they cannot
agree an appointment by the president (or other acting senior officer for the
time being) of the Royal Institution of Chartered Surveyors on the request of
either party.


4                                                    The
Landlord hereby covenants with the Tenant as follows:


4.1                                           that
the Tenant paying the rents reserved on the days and in the manner appointed
and observing and performing the covenants and conditions hereinbefore
contained 



 20
 









                                                          shall
enjoy quiet possession of the Property without any interruption by the Landlord
or any person lawfully claiming through under or in trust for them;


4.2                                           to
keep the Building (which in this clause 4.2 includes the access to it and the
car parking spaces referred to in paragraph 2 of schedule 4) (including all
fixtures therein but not Tenant’s trade fixtures) insured with a reputable
insurer at competitive rates of premium subject to such uninsured excess
conditions exclusions and limitations as the insurers may impose in such sum as
shall in the Landlord’s proper and reasonable opinion represent the full
reinstatement value thereof including the costs of demolition shoring up and
site clearance works professional fees and value added tax on such items
against loss or damage by the Insured Risks three years’ loss of rent from time
to time payable hereunder and third party and public liability risks and as
often as the Building shall be destroyed or damaged by any of the Insured Risks
(unless payment of the insurance monies or any part thereof shall be refused in
whole or in part by reason solely or in part of any act or default of the
Tenant his agents servants or any other person under his control and the Tenant
has not paid the part equivalent to the insurance monies which have been
refused) and subject to the Landlord being able to obtain necessary planning
consents and all other necessary licences approvals and consents (which it will
use all reasonable endeavours to do) to lay out the net proceeds of such
insurance (other than for loss of rent professional fees costs of demolition
shoring up and site clearance works and third party and public liability risks)
to rebuild repair and reinstate the Building the Landlord making up any
shortfall from its own monies save to the extent that any such shortfall shall
arise due to the failure of the Tenant to comply with its covenants in this
Lease;


4.3                                           subject
to the payment by the Tenant of the Service Charge to use all reasonable
endeavours to carry out the works and provide the services referred to in
Schedule 3 Part 2 and Part 3 Section A to a fair and reasonable standard
provided always that the Landlord shall not be responsible for any delay or
stoppage in connection with the performance or observance of such obligations
or for any omission to perform the same due to any cause or circumstances
outside the Landlord’s control;


4.4


4.4.1                                                            to
supply at the written request of the Tenant but not more than once in each year
of the Term evidence of the conditions of insurance on the Property and a
receipt for payment of the last premium or other evidence of renewal and
up-to-date details of the amount of cover;



 21
 









4.4.2                                                            to
use its reasonable endeavours to procure that the Tenant’s interest is noted on
the policy of insurance (either by way of general endorsement or specifically)
and subject to any exclusions limitations or conditions imposed by the insurers
that the Landlord’s policy of insurance contains a non-invalidation clause to
the effect that the policy shall not be avoided by any act or omission or by
any alteration whereby the risk of damage or destruction is increased unknown
to or beyond the control of the Landlord and a provision whereby the insurers
agree to waive all rights of subrogation remedies or relief to which the
insurers might become subrogated against the Tenant (unless the loss has been
occasioned by or contributed to by the fraudulent or criminal or malicious act
of the Tenant);


4.5                                           to
carry out and complete the works in the Schedule of Defects annexed to this
Lease no later than 5 December 2005 to the Tenant’s reasonable satisfaction in
a good and workmanlike manner and with good quality materials.


5                                                   Provided
always and it is hereby agreed and declared as follows:


5.1                                           Notwithstanding
and without prejudice to any other remedies and powers available to the
Landlord if any rent or any part thereof shall be unpaid for 21 days after
becoming payable (whether in the case of the yearly rent formally demanded or
not) or if any covenant or condition herein contained shall not be performed or
observed or if the Tenant or the Guarantor for the time being hereunder being a
company shall enter into liquidation whether compulsory or voluntary or pass a
resolution for winding up (save for the purpose of amalgamation or
reconstruction) or suffer a receiver to be appointed or being an individual or
more than one individual any one shall have a receiving order made against him
or become bankrupt or if the Tenant or the Guarantor shall enter into
composition with its creditors or suffer any distress or execution to be levied
on its goods at the Property then and in any such case it shall be lawful for
the Landlord to re-enter upon the Property and thereupon this Lease shall
absolutely determine but without prejudice to any right of action or remedy of
the Landlord in respect of any breach of any of the Tenant’s covenants.


5.2                                           Any
demand or notice shall be duly and validly made given and served if sent by
first class post by pre-paid letter addressed to the Tenant or the
Guarantor respectively (and if there shall be more than one of them then any
one of them) at its registered office or its last known address and to the
Landlord at its last known 



 22
 









                                                          address
any demand or notice sent by post shall be conclusively treated as having been
made given or served 72 hours after posting.


5.3                                           Nothing
herein shall render the Landlord or the Tenant liable in respect of any of the
covenants herein contained if and so far only as the performance and observance
of such covenants conditions and provisions or any one or more of them shall
hereafter become impossible or illegal under or by virtue of the provisions of
the Planning Acts.


5.4                                           Any
dispute arising between the Tenant and any owner or occupier of the Building or
any adjacent or nearby premises belonging to the Landlord as to any right or
privilege or otherwise shall be determined on behalf of the Tenant by the
Landlord’s surveyor acting reasonably and impartially whose decision shall bind
the Tenant and whose reasonable and proper fees shall be payable as he may
direct.


5.5


5.5.1                                                            In
case the Building or a part thereof or the access to it shall at any time
during the Term be destroyed or damaged by any of the Insured Risks so as to
render the Property or a part or parts of the Property unfit for occupation or
use or incapable of reasonable access and the policy or policies of insurance against
loss of rent shall not have been vitiated or payment of the policy monies
refused in whole or in part in consequence of some act or default of the Tenant
the yearly rent the insurance premiums and the Service Charge or a fair
proportion thereof shall be suspended until the Property or the relevant part
or parts thereof shall be again rendered fit for occupation and use and capable
of reasonable access or until the expiration of three years from the date of
the damage or destruction whichever shall be the earlier and where rent has
been paid in advance beyond the date of damage, the Landlord shall refund that
rent as soon as reasonably practicable to the Tenant and any dispute regarding
this clause shall be referred to the award of a single arbitrator to be
appointed in default of agreement upon the application of the Landlord or the
Tenant by the president for the time being of the Royal Institution of
Chartered Surveyors in accordance with the provisions of the Arbitration Act
1996 or any statutory modification thereof for the time being in force.


5.5.2                                                            If
clause 5.5.1 applies during the rent free period under this Lease then that
rent free period shall be extended by a period equal to the 



 23
 









                                                                                    period
in which the rent, if payable, would have been suspended under clause 5.5.1.


5.6


5.6.1                                                            If
the Landlord shall be prevented by any cause outside the control of the
Landlord from laying out any insurance monies as required by any of the
foregoing covenants and if the extent of the damage is such as to render the
Property and/or the Building wholly or substantially unfit for occupation or
use then the Landlord may by giving to the Tenant not later than three years
after the date of damage notice in writing determine this Lease (but without
prejudice to any claim by either party against the other in respect of any
antecedent breach of covenant) and the insurance monies shall belong to the
Landlord absolutely and any dispute under this clause shall be referred to the
award of a single arbitrator to be appointed in accordance with the provisions
set out in clause 5.5 above.


5.6.2                                                            If
the Property is still not fit for occupation or use at the end of a period of 3
years from the date of damage or destruction the Tenant may by notice served at
any time terminate this Lease (but without prejudice to any claim by either
party against the other in respect of any antecedent breach of covenant) and
the insurance monies shall belong to the Landlord absolutely and any dispute
under this clause shall be referred to the award of a single arbitrator to be
appointed in accordance with the provisions set out in clause 5.5 above.


5.7                                           The
demand for and/or the acceptance of rent by the Landlord or its agents shall
not constitute and shall not be construed to mean a waiver of any breach of the
covenants on the part of the Tenant herein contained or the penalty attached to
the non-performance thereof and similarly the payment by the Tenant of
any rent or sum in respect of any service provided by the Landlord hereunder
shall not be construed to mean a waiver of any breach of covenant on the part
of the Landlord herein contained.


5.8


5.8.1                                                            The
Landlord may deal as it thinks fit with other premises adjoining or nearby
belonging to the Landlord and may erect or permit to be erected on such premises
any buildings irrespective of whether they affect or diminish the light or air
which may now or at any time be enjoyed by the Tenant in respect of the
Property.


 



 24















 


5.8.2                                                            The
Landlord may without obtaining any consent from or making any arrangement with
the Tenant alter reconstruct or modify in any way or change the use of the
Common Parts and of the Estate so long as proper means of entrance to and exit
from the Property are afforded and essential services are maintained and the
exercise of the rights contained in schedule 4 is not materially prejudiced.


5.9                                           The
Landlord shall not be liable to the Tenant for any loss, damage or
inconvenience which may be caused by reason of:


5.9.1                                                            temporary
interruption of services during periods of inspection, maintenance, repair and
renewal;


5.9.2                                                            breakdown
of or defect in any plant and machinery, services or Conduits in the Property,
the Building or neighbouring or adjoining property; or


5.9.3                                                            events
beyond the reasonable control of the Landlord;


provided that the Landlord uses all reasonable endeavours to restore
the service and repair and make good the breakdown or defect as soon as
reasonably practicable and to minimise any disruption to the Tenant’s use and
enjoyment of the Property.


5.10                                     The
Landlord’s duty of care to the Tenant’s employees, agents, workpeople and
visitors in or about the Building does not go beyond the obligations involved
in the common duty of care (within the meaning of the Occupiers’ Liability Act
1957) or the duties imposed by the Defective Premises Act 1972.


5.11                                     Except
to the extent that the Landlord may be liable under the covenants and
obligations in this Lease or by law notwithstanding any agreement to the
contrary, the Landlord shall not be responsible to the Tenant or the Tenant’s
licensees nor to any other person for any:


5.11.1                                                      damage
to, or loss of, any goods or property sustained in the Building (whether or not
due to failure of any security system for which the Landlord is responsible);
or


5.11.2                                                      act,
omission or negligence of any employee of the Landlord in the Building where
acting outside the scope of the express or implied authority of the Landlord.



 25
 









5.12                                     The
Tenant is not entitled to claim any compensation from the Landlord on quitting
the Property unless and to the extent that any statutory right to compensation
excludes the operation of this clause.


5.13                                     Nothing
herein contained shall operate expressly or impliedly to confer upon or grant
to the Tenant any easement right or privilege other than those mentioned in
Schedule 4.


6                                                    The Guarantor covenants with the Landlord in
the terms set out in Schedule 2.


7


7.1                                           Unless
the right of enforcement is expressly granted it is not intended that a third party
should have the right to enforce a provision of this Lease under the Contracts
(Rights of Third Parties) Act 1999.


7.2                                           The
parties may rescind or vary this Lease without the consent of a third party to
whom an express right to enforce any of its terms has been provided.


8                                                    This
Lease is a new tenancy within the meaning of Section 1 of the Landlord and
Tenant (Covenants) Act 1995.


9


9.1                                           In
this Lease, where any issue is required to be dealt with by, or submitted for
the determination of, an independent expert, the following provisions of this
clause are to apply but, in case of conflict with other provisions specifically
relating to expert determination elsewhere in this Lease, those other
provisions are to prevail to the extent of the conflict.


9.2                                           The
expert is to be appointed by the parties jointly, or if they cannot or do not
agree on the appointment, appointed by whichever of the following is
appropriate:


9.2.1                                                            the
president from time to time of the Royal Institution of Chartered Surveyors; or


9.2.2                                                            the
president from time to time of the Institute of Chartered Accountants in
England and Wales;


or in either case the duly appointed deputy of the president, or other
person authorised by him to make appointments on his behalf.


9.3                                           The
person so appointed is to act as an expert, and not as an arbitrator.


9.4                                           The
expert so appointed must afford the parties the opportunity within such a
reasonable and proper time limit as he may stipulate to make representations to




 26
 









                                                          him
(accompanied by professional rental valuations, reports or other appropriate
evidence in the relevant circumstances) and permit each party to make
submissions on the representations of the other.


9.5                                           The
fees and expenses of the expert, including the cost of his nomination, are to
be borne as the expert may direct (but in the absence of such a direction, by
the parties in equal shares), but (unless they otherwise agree) the parties
will bear their own costs with respect to the determination of the issue by the
expert.


9.6                                           One
party may pay the costs required to be borne by another party if they remain
unpaid for more than 21 days after they become due and then recover these and
any incidental expenses incurred from the other party on demand.


9.7                                           If
the expert refuses to act, becomes incapable of acting or dies, the Landlord or
the Tenant may request the appointment of another expert in his stead under
clause 9.2.


9.8                                           The
determination of the independent expert, except in case of manifest error, is
to be binding on the Landlord and the Tenant.


Delivered as a deed on the date of this document.



 27
 









SCHEDULE
1


Exceptions
and reservations


1                                                    The
free and uninterrupted passage of water steam soil air gas electricity and
telephone communications from and to any part of the Building, the Estate or
any adjoining or neighbouring property through the Conduits commonly used for
those purposes which are now or may in the future be in upon or under the
Property.


2                                                    All
rights of entry upon the Property referred to in clause 3 of this Lease.


3                                                    The
right for the Landlord and all other persons authorised by the Landlord at any
time upon prior notice (except in emergency) to enter (or in an emergency to
break and enter) the Property in order to:


3.1                                           inspect
or view the condition of the Property;


3.2                                           carry
out any repairs or other work which the Landlord must or may carry out under
the provisions of this Lease or to do any other thing which under the said
provisions the Landlord may do; and


3.3                                           carry
out work upon any other part of the Building which cannot reasonably be effected
without entry to the Property.



 28
 









SCHEDULE
2


Guarantee
Provisions


1                                                    Guarantee


1.1                                           The
Guarantor covenants with and guarantees to the Landlord that the Tenant will
pay the rents reserved by and perform and observe the Tenant’s covenants in
this Lease and the Guarantor will pay and make good to the Landlord on written
demand any losses damages costs and expenses suffered or incurred by the
Landlord if the Tenant fails to do so.


1.2                                           The
guarantee in paragraph 1.1 remains in force for so long as and to the extent
that the Tenant (in this context meaning the party named as “Tenant” in the
Parties’ clause of this Lease) is not released by operation of law (otherwise
than by disclaimer) from liability for the Tenant’s covenants in this Lease.


1.3                                           The
Guarantor also covenants with and guarantees to the Landlord that the Tenant
will observe and perform its obligations under any authorised guarantee
agreement to be entered into by the Tenant under the terms of this Lease and
will pay and make good to the Landlord on demand any losses damages costs and
expenses suffered or incurred by the Landlord if the Tenant fails to do so.


1.4                                           For
the purposes of this Schedule references to the “Tenant” are to the Tenant in
relation to whom the Guarantor’s guarantee is given but not to a lawful
assignee of that Tenant.


2                                                    No
waiver or release of liability


The Guarantor will not be released from liability under these
provisions because of:


2.1        forbearance the
granting of time or other indulgence of the Landlord; or


2.2                                           a
variation of this Lease whether or not made with the consent of the Guarantor
and the guarantee of the Guarantor in paragraph 1.1 is to operate in relation
to this Lease as it may be varied from time to time.


3                                                    Guarantor to accept new lease upon disclaimer


3.1                                           If
this Lease is terminated by re-entry by the Landlord or by disclaimer the
Guarantor will (on notice given by the Landlord within three months after the
date of termination) take from the Landlord a lease of the Property.



 29
 









3.2                                           The
lease to be granted to the Guarantor under paragraph 3.1 is to be on the
following terms:


3.2.1                                                            the
term is to commence on the date of termination of this Lease and to be equal to
the residue of the Term which would have remained unexpired at that date if
this Lease had not then been terminated;


3.2.2                                                            the
yearly rent is to be the same as would have been payable under this Lease if it
had not been terminated;


3.2.3                                                            the
lease is otherwise to be on the same terms and conditions as would have applied
under this Lease if it had not been terminated; and


3.2.4                                                            the
Guarantor is to succeed to the rights and assume the liability of the Tenant
under this Lease as if this Lease had not been terminated.


4                                                    Subordination
of rights of the Guarantor


4.1                                           The
provisions of paragraph 4.2 are to apply unless the Landlord has no subsisting
claim against the Tenant for non-payment of rent or for breach of obligation
under this Lease.


4.2                                           The
Guarantor may not:


4.2.1                                                            seek
to recover from the Tenant or any third party whether directly or by way of
set-off lien counterclaim or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum which may be or become
due to the Guarantor on account of the failure by the Tenant to observe and
perform the tenant covenants in this Lease;


4.2.2                                                            (in
competition with the Landlord) claim prove or accept any payment in a
winding-up liquidation bankruptcy composition with creditors or other form of
arrangement on the insolvency of the Tenant for money owing to the Guarantor by
the Tenant; nor


4.2.3                                                            exercise
any right or remedy in respect of any amount paid by the Guarantor under this
Lease or any liability incurred by the Guarantor in observing performing or
discharging the obligations and covenants of the Tenant.



 30
 









4.3                                           The
Guarantor warrants that it has not taken and undertakes with the Landlord that
it will not without the consent of the Landlord take any security from the
Tenant in respect of this guarantee and if security is nevertheless taken it is
to be held on trust for the Landlord as security for the respective liabilities
of the Guarantor and the Tenant.



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SCHEDULE 3


Service
Charge


Part
1


1                                                    Definitions
and interpretation


1.1                                           Unless
the contrary intention appears the following definitions apply:




	
  Accounting Period

  	
   

  	
  period commencing on the 1 October and ending on the
  30 September in any year or such other period as the Landlord’s surveyor
  shall determine;

  
	
   

  	
   

  	
   

  
	
  Interim Charge

  	
   

  	
  such sum to be paid on account of the Service Charge
  as the Landlord or its surveyor acting reasonably shall specify;

  
	
   

  	
   

  	
   

  
	
  Service Charge

  	
   

  	
  subject to paragraph 10 of this part of this
  schedule, a Fair Proportion of the Total Expenditure; and

  
	
   

  	
   

  	
   

  
	
  Total Expenditure

  	
   

  	
  the total expenditure reasonably and properly incurred
  by the Landlord in any Accounting Period beginning or ending during the Term
  in providing the services and undertaking the responsibility for the matters
  set out in Part 2 and Part 3 of this Schedule, subject to the exclusions in
  part 4 of this Schedule.

  






 


2                                                    The Tenant shall make the first payment of
the Interim Charge on the date of commencement of the Term and thereafter the
Tenant shall pay the Interim Charge to the Landlord by equal quarterly payments
in advance on the usual quarter days.


3                                                    If the Interim Charge exceeds the Service
Charge for the Accounting Period in respect of which it was paid the surplus of
the Interim Charge so paid over and above the Service Charge shall be carried
forward by the Landlord and credited to the account of the Tenant in computing
the Service Charge in succeeding Accounting Periods as hereinafter provided or
(in respect of the final year of the


 



 32















                                                          term
(howsoever determined) refunded to the Tenant within 3 months of the expiration
of the term (howsoever determined).


4                                                    If the Service Charge exceeds the Interim
Charge together with any surplus from the previous year carried forward as
aforesaid then the Tenant shall pay the excess to the Landlord or its agent
within 21 days of service upon the Tenant of the certificate referred to in
paragraph 5.


5                                                    As soon as possible after the expiration of
each Accounting Period there shall be served upon the Tenant by the Landlord or
its agents an audited certificate such certificate to be final and binding
(except in the case of manifest error) on all parties containing the following
information:


5.1                                           the
amount and a proper breakdown of Total Expenditure;


5.2                                           the
amount of the Interim Charge paid by the Tenant together with any surplus
carried forward from the previous Accounting Period;


5.3                                           the
amount of the Service Charge and of any excess payable by or surplus credited
or refunded to the Tenant in accordance with the foregoing provisions of this
Schedule.


6


6.1                                           The
Service Charge shall be deemed to accrue on a day-to-day basis in order to
ascertain yearly rates and for the administrative purposes of apportionment in
relation to periods of other than one year but not for any other purpose.


6.2                                           The
Service Charge for the Accounting Period in which the date of this Lease falls
shall be apportioned as from the date of this Lease and the Service Charge for
the Accounting Period in which the Term ends shall be apportioned down to the
date the Term ends.


7                                                    The provisions of this Part of Schedule 3
shall continue to apply notwithstanding the expiry or earlier determination of
this Lease in respect of any Accounting Period then current.


8                                                    The Tenant shall be entitled once during the
period of three months commencing on the submission of the certificate under
paragraph 5 to:


8.1                                           inspect
the service charge invoices and vouchers of the Landlord at such location as
the Landlord may reasonably appoint for the purpose during normal working hours
on weekdays; and



 33
 









8.2                                           at
the Tenant’s expense take copies of them.


9


9.1                                           The
Service Charge shall not be increased or altered by reason only that at any
relevant time any areas of the Estate or the Building (as the case may be)
intended for letting by the Landlord to one or more tenants may be vacant or be
occupied by the Landlord or that any tenant or other occupier of another part
of the Estate or the Building (as the case may be) may default in payment of
his proportion of the Total Expenditure.


9.2                                           Subject
to paragraph 9.1 and 10 it is the intention that the Landlord should recover
the whole of the Total Expenditure from the Tenant and other tenants and
occupiers of the Estate or the Building (as the case may be).


10                                              The Service Charge in respect of the Estate
Services shall not exceed the sum of £8,192 for any Accounting Period (or that
sum duly apportioned in accordance with the principles of paragraph 6.1 in the
case of the Accounting Periods in which fall the date of this Lease and the date
on which the Term ends).


Part
2


The
Services and Amenities to be provided by the Landlord to the Estate


1                                                    From time to time and at all times during the
Term to keep in good and substantial repair and condition and properly cleansed
drained and lighted and insured all roadways pathways covered ways pedestrian
access ways and areas car parking spaces and roads giving access thereto refuse
collection and disposal areas gardens verges and landscaped areas and all other
areas and items used in common by the Tenant and other tenants or occupiers of
the Estate and (but without prejudice to the generality of the foregoing) the
car parking spaces and fire escape corridors (if any) appurtenant to the units
on the Estate and the service roads.


2                                                    The provision of such supervisory and
security staff and equipment as the Landlord acting in the interests of good
estate management shall consider necessary on the Estate and the provision
renewal repair and maintenance of suitable facilities therefor.


3                                                    The provision and maintenance of such fences
to the Estate as the Landlord acting in the interests of good estate management
shall consider necessary or as may be required.



 34
 









4                                                    Controlling traffic on the service roads.


5                                                    Repairing and maintaining or replacing (when
beyond repair) any apparatus equipment fixtures fittings and decorations in or
about the Estate the use of which is common to the Building and adjoining or
neighbouring premises including but without prejudice to the generality of the
foregoing all electric lamp standards and time switches.


6                                                    Paying all rates taxes duties charges
assessments and outgoings whatsoever (whether parliamentary parochial local or
of any other description) assessed charged or imposed upon or payable in
respect of the Estate or any part thereof except insofar as the same are the
responsibility of the Tenant hereunder or of any other tenant or relate to any
other lettable part of the Estate.


7                                                    All costs charges and expenses of abating a
nuisance and of executing all such works as may be necessary for complying with
any notice served by a Local authority in connection with the Estate or any
part thereof insofar as the same is not the liability of or attributable to the
fault of any individual tenant of any part thereof.


8                                                    Maintaining repairing cleansing emptying
draining extending amending and (when beyond repair) renewing the Conduits on
the Estate which are not within and exclusively serve any tenant’s demise.


9                                                    Providing such managing agents for any
supervisory security porters and other staff in the Estate as the Landlord
acting in the interests of good estate management shall think fit and also
providing renewing repairing and maintaining suitable facilities therefor.


10                                              Providing and maintaining all plants shrubs
and landscaped areas and keeping the same properly planted and free from weeds
and the grass regularly cut.


11                                              Paying any special costs which may be levied
by the local (or other competent) authority on the Estate as a whole and which
relate to or arise from the administration thereof and/or the provision of the
services herein mentioned.


12                                              Providing maintaining renewing (when beyond
repair) and insuring such equipment as may from time to time in the opinion of
the Landlord acting in the interests of good estate management be necessary or
desirable for the carrying on of the acts and things mentioned in this Schedule
and of any other services and amenities which the Landlord acting in the
interests of good estate management may from 



 35
 









                                                          time to time consider necessary or desirable
and providing a store for the housing of such equipment.


13                                              Providing accommodation to house vehicles
equipment and personnel employed in providing services to the Estate.


14                                              The reasonable and proper fees and expenses
of the Landlord and any agent or agents employed by the Landlord to audit
manage and administer the Estate and also any other expenses incurred by the
Landlord in the administration or protection of the Estate or the amenities
thereof, which fees shall not exceed 10% of the aggregate Total Expenditure
relating to the Estate Services excluding the costs of audit.


15                                              The reasonable and proper costs charges and
expenses of preparing and supplying to tenants copies of reasonable Regulations
made by the Landlord governing the use of the Estate or any part thereof.


16                                              The costs and expenses of making laying
repairing maintaining cleansing and (where beyond repair) renewing and
rebuilding all ways roads pavements sewers drains pipes watercourses mutual or
party walls and fences mutual or party structures landscaping and other items
(including but without prejudice to the generality of the foregoing the car
parking spaces on the Estate).


17                                              Keeping proper records of all costs charges
and expenses incurred by the Landlord in carrying out its obligations hereunder.


18                                              The charges and remuneration of accountants
to be employed by the Landlord or the Landlord’s surveyor for the purpose of
auditing the Accounts in respect of the Landlord’s costs and certifying the
total amount thereof for the period to which the Account relates.


19                                              The provision of any other service which in
the opinion of the Landlord acting in the interests of good estate management
(which shall be conclusive) it is reasonable for the Landlord to provide for
maintaining and securing the facilities and amenities of the Estate.


Part
3

The Services and Amenities to be provided by the Landlord to the Building


Section
A — Essential Services



 36
 









1                                                    Heating,
air-conditioning and ventilation


1.1                                           The
provision of such heating as may be appropriate in the prevailing climatic
conditions, air-conditioning and ventilation and of hot water to the hot water
taps in the Building.


1.2                                           The
provision of cold water to the cold water taps in the Building.


1.3                                           The
repair, maintenance, renewal and replacement of all plant and equipment
required for or in connection with heating, air conditioning, ventilation and
hot and cold water.


2                                                    Common Parts


2.1                                           The
cleaning, lighting and maintenance of the Common Parts.


2.2                                           The
payment of any Outgoings in respect of the Common Parts.


2.3                                           Refuse
disposal.


2.4                                           The
cleaning and emptying of drains serving the Building and other Conducting
Media.


2.5                                           The
cleaning of the outside of all windows in the Building (including the outside
of the windows of the Property).


2.6                                           The
provision, maintenance, repair, inspection and (where beyond repair) renewal
and replacement of site signs and other informative notices in the Common
Parts.


3                                                    Lifts


3.1                                           The
operation of a lifts service.


3.2                                           The
repair, maintenance and (where beyond repair) renewal and replacement of the
lifts and of all plant and equipment required for or in connection with the
operation of the lifts.


4                                                    Repairs and statutory requirements


4.1                                           The
repair, decoration, maintenance, cleaning and upkeep and (where beyond repair)
renewal and replacement of the structure, floors, walls, window frames and
fitments, main drains, foundations, exterior and roof of the Building, the
Common 



 37
 









                                                          Parts,
the Conduits and other common service facilities and of plant, equipment, and
tools serving or used in the Building.


4.2                                           Compliance
with all statutes, bylaws, regulations and the requirements of all competent
authorities and of the insurers in relation to the use and enjoyment of the
Common Parts and the Building as a whole.


5                                                    Fire-fighting
equipment


The operation, maintenance, repair and replacement (where beyond
repair) of fire alarms, sprinkler systems and ancillary apparatus, fire
prevention and fire-fighting equipment and apparatus and fire telephone
systems.


6                                                    Insurances


Engineering insurances for lifts, boilers, air conditioning, plant,
lightning conductor equipment, and all other electrical or mechanical equipment
and apparatus in the Building.


7                                                    Others


7.1                                           Provision
of any other service, amenity or facility and the making of any other
reasonable and proper payment which may reasonably and properly be required for
the proper running of the Building and the Common Parts in accordance with the
principles of good estate management.


7.2                                           Paying
all rates taxes duties charges assessments and outgoings whatsoever (whether
parliamentary parochial local or of any other description) assessed charged or
imposed upon or payable in respect of the Building or any part thereof except
insofar as the same are the responsibility of the Tenant hereunder or of any
other tenant or relate to any other lettable part of the Building.


7.3                                           All
costs charges and expenses of abating a nuisance and of executing all such
works as may be necessary for complying with any notice served by a Local
authority in connection with the Building or any part thereof insofar as the
same is not the liability of or attributable to the fault of any individual
tenant of any part thereof.


7.4                                           Maintaining
repairing cleansing emptying draining extending amending and (when beyond
repair) renewing the Conduits on the Building which are not within and
exclusively serve any tenant’s demise.



 38
 









7.5                                           The
reasonable and proper fees and expenses of the Landlord and any agent or agents
employed by the Landlord to audit manage and administer the Building and also
any other expenses incurred by the Landlord in the administration or protection
of the Building or the amenities thereof, which fees shall be 10% of the
aggregate Total Expenditure relating to the Building Services excluding the
costs of audit.


7.6                                           The
reasonable and proper costs charges and expenses of preparing and supplying to
tenants copies of reasonable Regulations made by the Landlord governing the use
of the Building or any part thereof.


7.7                                           Keeping
proper records of all costs charges and expenses incurred by the Landlord in
carrying out its obligations hereunder.


7.8                                           The
charges and remuneration of accountants to be employed by the Landlord or the
Landlord’s surveyor for the purpose of auditing the Accounts in respect of the
Landlord’s costs and certifying the total amount thereof for the period to
which the Account relates.


Section B — Discretionary Services


1                                                    Security


The provision of security arrangements for the safety of occupiers and
users of the Building and their property kept in the Building.


2                                                    Floral
Display


Landscaping planting and replanting and the maintenance and upkeep of
the Common Parts.


Part
4

Exclusions


For the avoidance of
doubt the costs and expenses incurred by the Landlord in respect of any of the
following shall be excluded from the Total Expenditure:


(a)                                            the
remedying or any actions taken or contemplated in respect of any default by any
tenant or occupier of any lettable area in the Building or the Estate;


(b)                                           the
redevelopment of the Building or the Estate;



 39
 









(c)                                            making
good any damage or destruction to the Building or the Estate caused by an
Insured Risk;


(d)                                           the
rectification of any Inherent Defect or the making good of any disrepair caused
by any Inherent Defect;


(e)                                            any
contaminants present upon about or beneath the Estate which were not introduced
by the Tenant; or


(f)                                              complying
with the Landlord’s covenant in clause 4.5.


 



 40















 


SCHEDULE
4

Rights enjoyed with the demise


1                                                    The
rights for the Tenant and all persons authorised by it in common with the
Landlord and those authorised by the Landlord and all others having the same
rights:


1.1                                           of
free and uninterrupted passage of water and soil gas electricity communications
and all other services or supplies as are now or may in the future be used by
the Property through the Conduits serving the Property which are now or may in
the future be in upon or under the Building the Estate and any other adjoining
or neighbouring property of the Landlord;


1.2                                           of
way at all times and for all purposes:


1.2.1                                                            with
or without vehicles over and along the access road and pathways coloured brown
on Plan 1 for the purpose of access to and egress from the Building and the car
park spaces referred to in paragraph 2 below; and


1.2.2                                                            on
foot only over and along the Common Parts;


1.3                                           the
right at all times to unload vehicles outside the Building in the areas
coloured blue on Plan 1 and the right to park vehicles in such areas
temporarily provided that no obstruction shall be caused to the access to any
adjoining premises or to the Building.


2                                                    The
exclusive right to park cars in the 29 spaces as may from time to time be
designated by the Landlord’s surveyor provided that such spaces shall be as
close as reasonably practicable to the Property.


3                                                    The right of support and protection from all
other parts of the Building as is now enjoyed by the Property.


4                                                    The exclusive right to use the roof terrace
forming part of the Building and which is shown coloured yellow on Plan 2 as an
area for the Tenant’s and any undertenant’s employees and visitors subject to:


4.1                                           the
right of the Landlord, its servants, agents and visitors and the tenants and
other occupiers of the adjoining building and their respective servants, agents
and visitors 



 41
 









                                                          in
common with all others having a right of emergency access and egress on foot
only over the fire escape which passes over the said roof terrace; and


4.2                                           the
Tenant paying all costs and expenses which may be incurred by the Landlord in
connection with the Tenant’s use of the said roof terrace.


5                                                    The right to display the Tenant’s and any
undertenant’s name and business on the common signage board in the car park
outside the Building and in the entrance foyer of the Building.



 42
 









SCHEDULE
5


Guarantee
provisions


Part
1

Form of guarantee on assignment


1                                                    Guarantee


1.1                                           The
Guarantor guarantees to the Landlord that the Tenant will pay the rents
reserved by and perform and observe the Tenant’s covenants in this Lease and
the Guarantor will pay and make good to the Landlord on demand any losses
damages costs and expenses suffered or incurred by the Landlord if the Tenant
fails to do so.


1.2                                           The
guarantee in paragraph 1.1 remains in force for so long as and to the
extent that the Tenant is not released by operation of law (otherwise than by
disclaimer) from liability for the tenant covenants in this Lease.


1.3                                           The
Guarantor also guarantees to the Landlord that the Tenant will observe and
perform its obligations under any authorised guarantee agreement to be entered
into by the Tenant under the terms of this Lease and will pay and make good to
the Landlord on demand any losses damages costs and expenses suffered or
incurred by the Landlord if the Tenant fails to do so.


1.4                                           For
the purposes of this guarantee references to the “Tenant” are to the assignee
of this Lease in relation to whom the guarantee to the Landlord is given and
none other.


2                                                    No
waiver or release of liability


The Guarantor will not be released from liability under these
provisions because of:


2.1                                           forbearance
the granting of time or other indulgence of the Landlord; or


2.2                                           a
variation of this Lease whether or not made with the consent of the Guarantor
and the guarantee of the Guarantor in paragraph 1.1 is to operate in
relation to this Lease as it may be varied from time to time.



 43
 









3                                                    Guarantor to accept new lease upon disclaimer


3.1                                           If
this Lease is terminated by re-entry by the Landlord or by disclaimer the
Guarantor will (on notice given by the Landlord within three months after the
date of termination) take from the Landlord a lease of the Property.


3.2                                           The
lease to be granted to the Guarantor under paragraph 3.1 is to be on the
following terms:


3.2.1                                                            the
term is to commence on the date of termination of this Lease and to be equal to
the residue of the Term which would have remained unexpired at that date if
this Lease had not then been terminated;


3.2.2                                                            the
yearly rent is to be the same as would have been payable under this Lease if it
had not been terminated;


3.2.3                                                            the
lease is otherwise to be on the same terms and conditions as would have applied
under this Lease if it had not been terminated; and


3.2.4                                                            the
Guarantor is to succeed to the rights and assume the liability of the Tenant
under this Lease as if this Lease had not been terminated.


4                                                    Subordination
of rights of the Guarantor


4.1                                           The
provisions of paragraph 4.2 are to apply unless the Landlord has no
subsisting claim against the Tenant for non-payment of rent or for breach of
obligation under this Lease.


4.2                                           The
Guarantor may not:


4.2.1                                                            seek
to recover from the Tenant or any third party whether directly or by way of
set-off lien counterclaim or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum which may be or become
due to the Guarantor on account of the failure by the Tenant to observe and
perform the tenant covenants in this Lease;


4.2.2                                                            (in
competition with the Landlord) claim prove or accept any payment in a
winding-up liquidation bankruptcy composition with creditors or other form of
arrangement on the insolvency of the Tenant for money owing to the Guarantor by
the Tenant; nor



 44
 









4.2.3                                                            exercise
any right or remedy in respect of any amount paid by the Guarantor under this
Lease or any liability incurred by the Guarantor in observing performing or
discharging the obligations and covenants of the Tenant.


4.3                                           The
Guarantor warrants that it has not taken and undertakes with the Landlord that
it will not without the consent of the Landlord take any security from the
Tenant in respect of this guarantee and if security is nevertheless taken it is
to be held on trust for the Landlord as security for the respective liabilities
of the Guarantor and the Tenant.


Part 2

Form of authorised guarantee agreement


1                                                    Guarantee


1.1                                           The
Guarantor guarantees to the Landlord that the Tenant will pay the rents
reserved by and perform and observe the Tenant’s covenants in this Lease and
the Guarantor will pay and make good to the Landlord on demand any losses damages
costs and expenses suffered or incurred by the Landlord if the Tenant fails to
do so.


1.2                                           The
guarantee in paragraph 1.1 remains in force for so long as and to the
extent that the Tenant is not released by operation of law (otherwise than by
disclaimer) from liability for the tenant covenants in this Lease.


1.3                                           For
the purposes of this guarantee references to the “Tenant” are to the assignee
of this Lease in relation to whom the guarantee to the Landlord is given and
none other.


2                                                    No
waiver or release of liability


The Guarantor will not be released from liability under these
provisions because of:


2.1                                           forbearance
the granting of time or other indulgence of the Landlord; or


2.2                                           a
variation of this Lease whether or not made with the consent of the Guarantor
and the guarantee of the Guarantor in paragraph 1.1 is to operate in
relation to this Lease as it may be varied from time to time.



 45
 









3                                                    Guarantor to accept new lease upon disclaimer


3.1                                           If
this Lease is terminated by disclaimer the Guarantor will (on notice given by
the Landlord within three months after the date of termination) take from the
Landlord a lease of the Property.


3.2                                           The
lease to be granted to the Guarantor under paragraph 3.1 is to be on the
following terms:


3.2.1                                                            the
term is to commence on the date of termination of this Lease and to be equal to
the residue of the Term which would have remained unexpired at that date if
this Lease had not then been terminated;


3.2.2                                                            the
yearly rent is to be the same as would have been payable under this Lease if it
had not been terminated;


3.2.3                                                            the
lease is otherwise to be on the same terms and conditions as would have applied
under this Lease if it had not been terminated; and


3.2.4                                                            the
Guarantor is to succeed to the rights and assume the liability of the Tenant
under this Lease as if this Lease had not been terminated.


4                                                    Subordination
of rights of the Guarantor


4.1                                           The
provisions of paragraph 4.2 are to apply unless the Landlord has no
subsisting claim against the Tenant for non-payment of rent or for breach of
obligation under this Lease.


4.2                                           The
Guarantor may not:


4.2.1                                                            seek
to recover from the Tenant or any third party whether directly or by way of
set-off lien counterclaim or otherwise or accept any money or other property or
security or exercise any rights in respect of any sum which may be or become
due to the Guarantor on account of the failure by the Tenant to observe and
perform the tenant covenants in this Lease;


4.2.2                                                            (in
competition with the Landlord) claim prove or accept any payment in a winding-up
liquidation bankruptcy composition with creditors or other form of arrangement
on the insolvency of the Tenant for money owing to the Guarantor by the Tenant;
nor



 46
 









4.2.3                                                            exercise
any right or remedy in respect of any amount paid by the Guarantor under this
Lease or any liability incurred by the Guarantor in observing performing or
discharging the obligations and covenants of the Tenant.


4.3                                           The
Guarantor warrants that it has not taken and undertakes with the Landlord that
it will not without the consent of the Landlord take any security from the
Tenant in respect of this guarantee and if security is nevertheless taken it is
to be held on trust for the Landlord as security for the respective liabilities
of the Guarantor and the Tenant.



 47
 









 


	
  Executed as a deed by
  affixing the common seal of LEGAL AND GENERAL
  ASSURANCE SOCIETY LIMITED in the presence of:

  	
   

  	
  )

  )

  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed as a deed
  on behalf of SPECTRALINK INTERNATIONAL CORPORATION
  a company incorporated in the United States of America by being (a) person(s)
  who in accordance with the laws of that territory is/are acting under the
  authority of the Company:

  	
   

  	
  )

  )

  )

  )

  )

  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed as a deed
  on behalf of SPECTRALINK CORPORATION a
  company incorporated in the United States of America by being (a) person(s)
  who in accordance with the laws of that territory is/are acting under the
  authority of the Company:

  	
   

  	
  )

  )

  )

  )

  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorised Signatory

  	
   

  	
   

  



 



 48















 


DATED


LEGAL AND
GENERAL ASSURANCE SOCIETY LIMITED


SPECTRALINK
INTERNATIONAL CORPORATION


SPECTRALINK
CORPORATION


LEASE


relating to


First Floor Futura House The Southwood Crescent


Southwood Business Park


Farnborough   Hampshire