**REGUS
      Business Centre Service Agreement**





Service
                Agreement Type:
            **x**Office
            
            Agreement
                Date:
            October
                24, 2007Pivotal
                Ref No:





Bracknell,
                Arlington Square
            
            Business
                Centre Bank DetailsAddress
            Venture
                House, Arlington Square, Downshire Way
            
            Bank
                Name
            National
                Westminster Bank PlcAddress
            Bracknell,
                RG12 1WA
            
            Sort
                code:
            60
                23 40Address
            United
                Kingdom
            
            Account
                number:
            65735331





**Client
      Details (not a Regus Centre address)**


Company
                Name:
            Convera
                Technologies International Ltd
            Company
                NumberAddress:
            Radlus
                Court Eastern Rd,
            Contact
                Name:
            Ian
                FletcherCity:
            Bracknell
            Title:Postal
                Code:
            RG12
                2UP
            Telephone:
            01344
                781800Email
                Address:
            rsullivan@convera.co.uk
            Fax:Emergency
                Contact:
            
            Emergency
                Phone:





**Invoicing
      details (if different)**


Company
                Name:
            
            Contact
                Name:Address:
            
            Title:City:
            
            Telephone:Postal
                Code:
            
            Fax:





**The
      standard fee** (excluding VAT)


Office
                Number
            Market
                Office Price per Month £
            Monthly
                Office Price £
            Number
                of workstations
            Total
                per Month £
            Comments135
            £6,310.00
            £4,732.50
            12
                to 15
            £4,732.50
            321’
                offer Price133
            £2,290.00
            £1,717.50
            4
                to 5
            £1,717.50
            321’
                offer Price£0.00£0.00£0.00£0.00£0.00Total
                per Month £
            
            £6,450.00








Initial
                Payment
            Monthly
                Office Payment
            £6,450.00Security
                Deposit 2
            £12,900.00__Check
                if Renewal
            17.5%
                VAT
            £1,128.75**Total
                Initial Payment**
            £20,478.75Monthly
                Payment:
            **Total
                Monthly Payment (excl. of services)**
            £7,578.75





Length
                of Agreement
            Start
                date (DD/MM/YY):
            1stMarch 2008
            End
                date (DD/MM/YY)
            28thFeb 2009





Comments


Office
                at ‘321’ offer price and FREE rent Feb 08 pending prompt confirmation of
                order. Price also includes; rent, utility bills - all electricity,
                air
                conditioning, lighting, heating, power, rates, furniture (desk, pedestal,
                telephone & chair), daily cleaning, service charges, reception and
                services, business centre manager and supporting team, on site deli
                restaurant, top of the range security, 24 hour access to the centre,
                maintenance, free team parking subject to availability, visitors
                and
                disabled parking spaces, buildings insurance, access to Regus business
                lounges globally. IT & Telecoms as per Regus service
                guide.











__Check
      here if you do not consent to Regus processing data in accordance with Claude
      27
      of this agreement.





We
      are
      REGUS (UK) LIMITED of 3000 Hillswood Drive, Chertsey, Surrey, KT16
      ORS.





This
      Agreement incorporates our terms of business set out on attached Terms of
      Business which you confirm you have read and understood. We both agree to comply
      with those terms and our obligations as set out in them. Note that the Agreement
      does not come to an end automatically. See “Bringing your Agreement to an
      end”








Name
                (printed) /s/Graham Charlesworth
            
            Name
                (printed) Sarah SimmonsTitle
                (printed) Vice President
            
            Title
                (printed) General ManagerDate
                (DD/MM/YY) 25/10/2007
            
            Date
                (DD/MM/YY) 24/10/2007**SIGNED
                on your behalf (Client)**
            
            **SIGNED
                on our behalf**







**Contact:
      0870 880 8484**  www.regus.com  Regus









**USING
        REGUS BUSINESS CENTRES**
 **1.** We
        are
        Regus (UK) Limited. These are our terms of business. They apply to the service
        agreement which you have signed (which we refer to simply as your agreement).
        Your agreement supersedes any previous agreement you may have with us for
        the
        same services and contains all terms we have agreed.
 
 **STANDARD
        SERVICES INCLUDED IN YOUR STANDARD FEE**
 **2.**  **Furnished
        office accommodation:** We are
        to provide the number of serviced and fully furnished rooms for which you
        have
        agreed to pay in the business centre stated in your agreement. Your agreement
        lists the rooms we have initially allocated for your use. You will have a
        non-exclusive right to the rooms allocated to you. Occasionally we may need
        to
        allocate different rooms, but these will be of equivalent size and we will
        try
        to agree these with you in advance.
 **3.**  **Office
        services:** We are
        to provide during normal opening hours Monday to Friday the services listed
        in
        the relevant service description(s) and available on request. We are happy
        to
        discuss special arrangements for use of these services outside our normal
        opening hours. All of the optional services are subject to the availability
        of
        our centre staff at the time of any service request. We will endeavor to
        deal
        with a service request at the earliest opportunity, but will not be held
        responsible for any delay.
 If
        in our
        opinion, we decide that a request for any particular Business Service is
        excessive, we reserve the right to charge an additional fee at our usual
        published rates based on the time taken to complete the service.
 
 **USING
        THE ACCOMMODATION**
 **4.**  **On
        moving In:** You will
        be asked to sign an inventory of all accommodation, furniture and equipment
        you
        are permitted to use, together with a note of its condition, and details
        of the
        keys or entry cards Issued to you. You may only have as many people working
        in
        your accommodation as there are workstations.
 **5.**  **The
        nature of your business:** You must
        only use the accommodation for ** office
        purposes, and only for the business stated in your agreement or subsequently
        agreed with us. Office use of a "retail" nature, involving frequent visits
        by
        members of the public, is not permitted. You must not carry on a business
        which
        competes with our business of providing serviced office accommodation. You
        must
        not solicit Regus clients either directly or indirectly. You must not use
        the
        name Regus in any way in connection with your business.
 **6.**  **Your
        name and address:** You may
        only carry on that business in your name or some other name that we previously
        agree. At your request and cost we will include that name in the house directory
        at the business centre, where this is available, You must not put up any
        signs
        on the doors to your accommodation or anywhere else which is visible from
        outside the rooms you are using,
 **7.**  **Taking
        care of our property:** You must
        take good care of all parts of the business center, its equipment, fixtures,
        fittings and furnishings which you use. You must not alter any part of it.
        You
        are liable for any damage caused by you or those in the business centre with
        your permission or at your invitation.
 **8.**  **Office
        furniture and equipment:** You must
        not install any furniture or office equipment, cabling, IT or telecoms
        connections without our consent, which we may refuse at our absolute
        discretion.
 **9.**  **Keys
        and security:** Any keys
        or entry cards which we let you use remain our property at all times. You
        must
        not take any copies of them or allow anyone else to use them without our
        consent. Any loss must be reported to us immediately and you must pay the
        cost
        of replacement keys or cards and or changing locks, if required. If you are
        permitted to use the business centre outside normal working hours it is your
        responsibility to lock the doors to your accommodation and to the business
        centre when you leave.
 **10.**  **Comply
        with the law:** You must
        comply with all relevant laws and regulations in the conduct of your business,
        You must do nothing illegal. You must not do anything that may interfere
        with
        the use of the business centre by us or by others, cause any nuisance
        or ** annoyance,
        Increase the insurance premiums we have to pay or cause loss or damage to
        us ** (Including
        to *our* reputation)
        or to the owner of any Interest In the building which contains the ** business
        centre.
 **11.**  **Comply
        with house rules:** You must
        comply with any house rules which we impose generally on users of the business
        centre whether for reasons of health and safety, fire
 precautions
        or otherwise.
 **12.**  **Insurance:** It is
        your responsibility to arrange insurance for your own property which you
        bring
        into the business centre and for your own liability to your employees and
        to
        third parties.
 
 **PROVIDING
        THE SERVICES**
 **13,**  **Access
        to your accommodation:** We can
        enter your accommodation at any time. However, unless there is an emergency
        we
        will as a matter of courtesy try to inform you in advance when we need access
        to
        carry out testing, repair or works other than routine inspection, cleaning
        and
        maintenance. We will also respect security procedures to protect the
        confidentiality of your business.
 **14.**  **At
        the start of your agreement:** if for
        any reason we cannot provide the accommodation stated in your agreement by
        the
        date when your agreement Is due to start we have no liability to you for
        any
        .loss or damages but you may cancel the agreement without penalty. We will
        not
        charge you the standard fee for accommodation you cannot use until it becomes
        available.
 **15.**  **Our
        liability:** We
        are
        not liable for any loss as a result *of* our
        failure to provide a service as a result of mechanical breakdown, strike,
        delay,
        failure of staff, termination of our Interest in the building containing
        the·
business centre or otherwise unless we do so deliberately or are negligent.
        We
        are also not liable for any failure until you have told us about it and given
        us
        a reasonable time to put right.
 You
        agree
        (a) that we will not have any liability for any loss, damage or claim which
        arises as a result of, or in connection with, your agreement and/or your
        use of
        the services except to the extent that such loss, damage, expense or claim
        is
        directly attributable to our deliberate act or our negligence (our liability);
        and (b) that our liability will be subject to the limits set out in the next
        paragraph.
 We
        will
        not in any circumstances have any liability for loss of business, loss of
        profits, loss of anticipated savings, loss of or damage to data, third party
        claims or any consequential loss. We strongly advise you to Insure against
        all
        such potential loss, damage expense or liability. We will be
        liable:
 ·
              without
                  limit for personal injury or death;
 ·
              up
                  to a maximum of £1 million (for anyone event or series of connected
                  events) for
 damage
        to
        personal property;
 ·
              up
                  to a maximum equal to 125% of the total fees paid under your agreement
                  up
                  to
 the
        date
        on which the claim in question arises or £50,000 (whichever Is the higher), in   respect
        of all other losses, damages expenses or claims,
 **16.**  **REGUSNET:** We
        do ** not
        make
        any representations as to the security of our network (or the Internet) or
        of
        any information which you place on it. You should adopt whatever security
        measures (such as encryption) you believe are appropriate to your circumstances.
        We cannot guarantee that a particular degree of availability will be attained
        in
        connection with your use of the services,
 You
        hereby warrant to us that, in the course of our provision of tile RegusNet
        services to you, you will not nor will you cause us to, infringe the rights
        of
        any third party (such as, but not limited to, using their logo without consent
        on your website). You will comply with the RegusNet Rules available on
        request.
 We
        warrant that the services shall be provided and performed in a professional
        and
        workmanlike manner and shall conform to the description of the services set
        out
        in the relevant service description(s). If we fail to provide the services
        as
        warranted, your sole and exclusive remedy shall be the remedy of such failure
        by
        us within a reasonable time after written notice. This warranty is in lieu
        of
        all other terms, conditions and warranties, whether express or implied by
        usage,
        custom, statute or otherwise, appertaining to the services and manner in
        which
        we perform our obligations and exercise our rights.
 **17.**  **Suspension
        of services:** We may
        by notice suspend the provision of services (Including access to the
        accommodation) for reasons of political unrest, strikes, or other events
        beyond
        our reasonable control, in which event payment of the standard fee will also
        be
        suspended for the same period.
 
 **YOUR
        AGREEMENT**
 **18.**   **The
        nature of your agreement:** Your
        agreement is the commercial equivalent of an
 agreement
        for accommodation in a hotel. The whole of the business centre remains our
        property and in our possession and control. We are giving you no Interest
        In
        property just the right to share with us the use of the business centre so
        that
        we can provide the services to you. The agreement Is personal to you and
        cannot
        be transferred to anyone else. We may transfer the benefit of your agreement
        and
        our obligations under it at any time.
 **19.**  **Duration:** Your
        agreement lasts for the period stated in it and will then automatically be
        renewed for successive periods of equal to the current term but no less than
        3
        months until brought to an end by you or us. All periods shall run to the
        last
        day of the month in which they would otherwise expire. The fees on any renewal
        will be the then market price. In all other respects your agreement will
        renew
        on the same terms and conditions.
 **20.**  **Bringing
        your agreement to an end:** Either
        of
        us can terminate your agreement at the end date stated In It, or at the end
        of
        any extension or renewal period, by giving at least three months' notice
        to the
        other,
 However,
        If your agreement, extension or renewal Is for three months or less and one
        of
        us wishes to terminate it, the notice period Is two months or (If shorter)
        one
        week less than the period stated in it.
 **21.**  **Ending
        your agreement immediately:** We may
        put an end to your agreement
 immediately
        by giving you notice if:
 .
        you
        become insolvent, go Into liquidation or become unable to pay your debts
        as
 .
        they
        fall due,
 .
        you are
        In breach of one of your obligations which cannot be put right or which
        we
 have
        given you notice to put right and which you have failed to put right
        within
 .
        fourteen days of that notice, *or*
 .
        your
        conduct, or that of someone at the business centre with your permission or
        at
 your
        invitation is incompatible with ordinary office use.
 If
        we put
        an end to the agreement for any of these reasons it does not put an end to
        any
        then outstanding obligations you may have and you must:
 .
        pay for
        additional services you have used
 .
        pay the
        standard fee for the remainder of the period for which your agreement
 would
        have lasted had we not ended It, or (If longer) for a further period of
        three
 months,
        and
 .
        Indemnify us against all reasonable and proper costs and losses we Incur
        as a
 result
        of
        the termination.
 **22.**  **If
        the business center is not available:** :
        In the
        unlikely event that we are no longer able to provide the services and
        accommodation at the business centre stated in your agreement then your
        agreement will end and *you* will
        only
        have to pay standard fees up to the date It ends and for the additional services
        you have used. We will try to find suitable alternative accommodation for
        you at
        another Regus business centre.
 **23.**  **When
        your agreement ends** :
        Upon
        your departure or if you, at your option, choose to relocate to a different
        accommodation within the business centre a flat fee (£75.00 per
 workstation/cube)
        will be assessed to cover the routine cost of repainting and redecorating
        the
        accommodation to return It to Its original condition In addition to general
        maintenance to the common areas of the business centre In which you have
        had
        access. We reserve the right to charge additional reasonable fees for any
        repairs needed above and beyond normal wear and tear. If you leave any of
        your
        own property in the business centre we may dispose of it In any way we chose
        without owing you any responsibility for it or any proceeds of
        sale.
 In
        order
        to transition your mail and telephone calls from the· business centre, you will
        be
 automatically
        entered into a continuation agreement with us on our standard terms at the
        time
        for 3 months. Current contract terms and pricing can be obtained through
        your
        Regus centre.
 If
        you
        continue to use the accommodation when your agreement has ended:
 •
you
        are
        responsible for any loss, claim or liability we Incur as a result of your
 failure
        to vacate on time
 •
we *may,* at
        our
        discretion, permit you an extension subject to a surcharge on the
 standard
        fee.
 **24.**  **Employees:** While
        your agreement is in force and for a period of six months after it ends,
        you
        must not solicit or offer employment to any of our staff. If you do, our
        loss
        will be deemed to be the equivalent of one year's salary for each of the
        employees concerned and you must pay us damages equal to that
        amount.
 **25.**  **Notices:** All
        formal notices must be in writing.
 **26.**  **Confidentiality:** The
        terms of your agreement are confidential. Neither of us must disclose them
        without tile other's consent unless required to do so by law or an official
        authority. This obligation continues after your agreement ends.
 **27,**  **Data
        Protection:** We will
        not process, disclose or transfer (Including outside the EEA to other countries
        which are part of our International network from time to time) any personal
        data
        which we hold on or In relation to you provided unless we consider It to
        be
        reasonable and to ensure that It Is used only to fulfill your obligations
        under
        this agreement or for work assessment and fraud prevention or to make available
        Information about new or beneficial products or services,
 **28:**  ****** **English
        law applies:** English
        law applies to your agreement. We both accept the exclusive jurisdiction
        of the
        English Courts.
 
 **FEES**
 **29.**  **Standard
        services:** All
·fees
        plus VAT ** are
        payable in respect of the services to be provided during the following month
        In
        advance In full on the 25th day *(* or ** such
        other day as we designate) of each month. For a period of less than a month,
        the
        fees will be applied on a dally basis.
 **30.**  **Pay-as-you-Use
        services** :
        Fees
        for pay-as-you-use services plus VAT ** are
        payable in accordance with our published rates from time to time In arrears
        on
        the 25th day (or such other day as we designate) of the month following the
        calendar month In which the pay-as-you-use services were provided.
 **31.**  **Security
        Deposit:** You will
        be required to pay a security deposit equivalent to 60 days standard service
        fee
        on entering into your agreement. This will be held by us as security for
        performance of all your obligations under your agreement. The deposit, or
        any
        balance after deducting, for example, any costs of reinstatement of assets
        or
        Information technology or
 Telecommunications
        infrastructure incurred by us, will be returned to you no earlier than 60
        days
        after you have vacated the premises. The payment of the security deposit
        shall
        not affect Regus' right to demand payment at any time In respect of any amounts
        due under this agreement and accordingly you will have no right to Insist
        on an
        offset at any time against outstanding fees
 **32.**  **Late
        payment:** If
        you do
        not pay fees when due; we may charge interest at the rate of 2% per month
        on the
        amounts outstanding. If you dispute any part of an Invoice you must pay the
        amount not in dispute by the due date. We also reserve the right to withhold
        services (including for the avoidance of doubt, denying you access to your
        accommodation) while there are any outstanding fees and Interest or you are
        in
        breach or your agreement.
 **33.**  **Annual
        Increase:** For
        agreements of more than 12 months, we will increase your current standard
        service fee on each and any annual anniversary of the start date of your
        agreement by 4% or RPI, whichever is greater, over the previous
        year.