DATED  06-Sept-2005




LIVERPOOL
      VICTORIA FRIENDLY SOCIETY LIMITED




and




CONVERA
      TECHNOLOGIES INTERNATIONAL




LIMITED




and






CONVERA
      CORPORATION






LEASE




relating
      to part ground floor, Radius Court, London Road,






Bracknell,
      Berkshire






Nabarro
      Nathanson




1
      South
      Quay




Victoria
      Quays




Sheffield
      S2 5SY




Tel:
      0114
      279 4000





**L1585/02465/2675172
              v.4**




**CONTENTS**




**Clause**  **Subject
      matter** **Page**




1.  DEFINITIONS 1




2.  INTERPRETATION 5




3.  DEMISE
      AND TERM 7




4.  PAYMENT
      OF RENT 7




5.  OTHER
      FINANCIAL MATTERS 7




6.  THIRD
      PARTY RIGHTS OVER THE PREMISES 9




7.  INSURANCE 10




8.  STATE
      AND
      CONDITION OF THE PREMISES 12




9.  USE
      OF
      THE PREMISES 14




10.  ALIENATION 15




11.  LEGAL
      REQUIREMENTS 17


12.  SERVICE
      CHARGE 20




13.  LANDLORD'S
      COVENANTS 22




14.  FORFEITURE 22




15.  LIMITS
      ON
      LANDLORD'S LIABILITY 24




16.  NOTICES
      IN CONNECTION WITH THIS LEASE 24




17.  TENANT'S
      OPTION TO DETERMINE 25




18.  LANDLORD'S
      OPTION TO DETERMINE 25




19.  JURISDICTION 25




20.  NEW
      OR
      OLD LEASE 26




21.  INDEMNITY 26




22.  GENERAL 26




23.  GUARANTOR'S
      COVENANTS 29




THE
      FIRST
      SCHEDULE 31




THE
      SECOND SCHEDULE : 32




THE
      THIRD
      SCHEDULE 33




THE
      FOURTH SCHEDULE 34





**L1585/02465/2675172**




**LEASE**




**DATE**  06-Sept-2005




**PARTIES**




|**(1)** | LNERPOOL
              VICTORIA FRIENDLY SOCIETY LIMITED a friendly society incorporated under
              the Friendly Societies Act 1992, the registered office of which is
              at
              County Gates, Bournemouth BN1 2NF (the**"Landlord");**
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | CONVERA
              TECHNOLOGIES INTERNATIONAL LIMITED (registered number 02703837) whose
              registered office is at Amberley Place, 107-111 Peascod Street, Windsor,
              Berkshire SL4 1TE (the**"Tenant");**and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|**(3)** | CONVERA
              CORPORATION of 1921 Gallows Road, Suite 200, Vienna, Virginia 22181
              (the**"Guarantor").**
|------- | -----------------------------------------------------------------------------------------------------------------------------



IT
      IS
      AGREED AS FOLLOWS:




1.
      DEFINITIONS




In
      this
      Lease:




**"Building"**


means
      Radius Court, London Road, Bracknell;




**"Conducting
      Media"**


means
      the
      sewers, drains, mains, pipes, wires, cables, ducts, watercourses, channels
      and
      conduits serving the Building;




**"Common
      Parts"**




**)**
 means
      any
      entrance hall, corridors, passages, fire escapes, lobbies, landings, staircases,
      lifts, pedestrian ways, courtyards, forecourts, and any other amenities in,
      or
      forming part of, the Building which are or may from time to time be provided
      or
      designated by the Landlord (acting reasonably) for common use by the tenants
      and
      occupiers of the Building such occupiers to include the Landlord and all persons
      expressly or by implication authorised by such tenants and occupiers but
      excluding the Exclusively Occupiable Areas;





**L1585/02465/2675172
              v.4**




**"End
      of the Term"**




means
      the
      expiry of the Term by effluxion of time or the determination of the Term by
      forfeiture, surrender, merger, notice or in any other way;




**"Excluded
      Risks"**




means
      any
      risk against which the Landlord does not insure because insurance cover for
      that
      risk is either not ordinarily available in the London insurance market, or
      is
      available there only at a premium or subject to conditions which in the
      Landlord's discretion are unacceptable;




**"Exclusively
      Occupiable Areas"**


means
      those parts of the Building intended to be used exclusively by the Landlord
      or
      capable of being leased to occupational tenants;




**"Financial
      Year"**




means
      a
      period of 12 months ending on each year;




**"Group"**


means
      a
      group of companies within the meaning of section 42 of the Landlord and Tenant
      Act 1954;




**"Guarantor"**




means
      the
      third party to this Lease and any person who has entered into a guarantee or
      an
      authorised guarantee agreement pursuant to this Lease and their respective
      successors in title;




**"Insurance
      Rent"**




means
      the
      cost to the Landlord (before any commission) of insuring:


(a)
      the
      Premises against the Insured Risks for their full reinstatement cost, including
      the costs of demolition and site clearance, temporary works, compliance with
      local authority requirements in connection with any works of repair or
      reinstatement, architects', surveyors' and other professional fees and other
      incidental expenses, and in each case with due allowance for inflation and
      value
      added tax ;




against
      loss of the Rent (having regard to the provisions for the review of the Rent)
      for a period of three years or such longer period as the Landlord reasonably
      considers appropriate; and




against
      public liability of the Landlord in connection with any matter relating to
      the
      Premises or the occupation or use of the Premises by the





**L1585/02465/2675172
              v.4**




Tenant
      or
      anyone at the Premises with the express or implied authority of the
      Tenant;




**"Insured
      Risks"** means:


(a)  fire,
                explosion, lightning and earthquake;
              (b) flood,
                storm,
                bursting or overflowing of water tanks, pipes, or other water or
                heating
                apparatus;
              (c) impact,
                aircraft (other than hostile aircraft) and things dropped from such
                aircraft;
              (d) riot,
                civil commotion and malicious damage; and
              (e) such other
                risks as the Landlord may from time to time insure
                against,







but
      to
      the extent that any risk is for the time being an Excluded Risk, it will not
      to
      that extent and for that time be an Insured Risk;




**"Interest
      Rate"**




means
      four per cent above the base rate for the time being of HSBC Bank plc or if
      that
      rate is no longer published then the rate of interest which the landlord
      reasonably considers to be most closely comparable to a minimum lending rates
      generally applicable in the UK from time to time;




**"Landlord"**




the
      first
      party to this deed and its successors in title and the persons for the time
      being entitled to the reversion immediately expectant on the end of the
      Term;




**"Landlord's
      Surveyor"**


means
      a
      chartered surveyor appointed by the Landlord who may be an individual or a
      firm
      or company of chartered surveyors, or an employee of the Landlord or a company
      which is in the same Group as the Landlord;




**"Landlord's
      Works"**




means
      the
      creation of a new lobby at ground floor level including a set of double doors
      and a new partition wall dividing the ground floor into two suites as shown
      on
      Plan 3;




**"Permitted
      Use"**




means
      offices within use class Bl(a) of the Town & Country Planning (Use Classes)
      Order 1987;




**"Plan
      1" "Plan 2" "Plan 3"**




means
      the
      plans attached hereto and so marked;





**L1585/02465/2675172
              v.4**


**"Planning
      Acts"**


means
      the
      Town and Country Planning Act 1990, the Planning (Listed Building and
      Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990
      and
      the Planning and Compensation Act 1991;




**"Premises"**




means
      the
      premises comprising an area approximately 5875 square feet situate and forming
      part of the ground floor of the Building shown for identification purposes
      edged
      red on Plan 1 annexed and every part of it which includes for the purposes
      of
      obligation as well as grant:




|(a) | the
              plaster or other rendering and decorative covering of the walls thereof
              and (in the case of non-structural walls only) the inner half thereof
              severed medially;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)  the
      floor
      screed Out not the slab beneath the same);


(c)  the
      ceiling thereof (but not the beams above the same);




|(d) | all
              doors and windows other than external to the Building fitted in the
              walls
              bounding such area and their respective frames and
              fixings;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | all
              light fittings and electrical circuits, sockets and switches within
              and
              exclusively serving the Premises;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------



(0 all
      carpets and floor coverings within and all other Landlord's fixtures and
      fittings in, on or forming part of such area and exclusively serving the
      same;




**"Private
      Car Parking Spaces"**


means
      the
      26 car parking spaces in the car park as shown edged green on Plan 2 or such
      alternative 26 car parking spaces in the car park adjoining the Building as
      may
      be allocated by the Landlord from time to time such alternative car parking
      spaces to be no less beneficial to the Tenant and including three car parking
      spaces for use by visitors to the Premises;




**"Quarter
      Days"**


means
      25
      March, 24 June, 29 September and 25 December in every year;




**"Rent"**




means
      one
      hundred and eleven thousand six hundred and twenty five pounds (£111,625) per
      annum plus VAT;




**"Rent
      Commencement Date"**




means
      21
      March 2005;




**"Services"**




means
      the
      services set out in the Third schedule hereto;








**"Service
      Media"**




means
      conduits and equipment used for the reception generation passage and/or storage
      of Utilities;




**"Structure"**




means
      the
      foundations, external walls (including the windows and window frames therein), load bearing walls, supporting columns, stanchions, beams, supports,
      timbers and girders, floors, roofs and other structural parts of the
      Building;




**"Supplemental
      Document"**


means
      any
      deed, agreement, licence, memorandum or other document which is supplemental
      to
      this Lease;




**"Tenant"**




includes
      the Tenant's successors in title;




**"Term"**




means
      the
      term granted by this Lease and any continuation or extension of it or any
      holding over;




**"Utilities"**




means
      electricity, gas, water, foul water and surface drainage, heating, ventilation
      and air conditioning smoke and fumes, signals, telecommunications, satellite
      and
      data communications and all other utilities;




**"Working
      Day"**


means
      a
      day (other than a Saturday or a Sunday) on which banks are usually open for
      business in England and Wales.




2. **INTERPRETATION** 2.1  In
      this
      Lease:


2.1.1  the
      table
      of contents and clause headings are for reference only and do not affect its
      construction;




2.1.2  the
      words
      "include" and "including" are deemed to be followed by the words "without
      limitation";




2.1.3
      general words introduced by the word "other" do not have a restrictive meaning
      by reason of being preceded by words indicating a particular class of acts,
      things or matters, and




2.1.4  obligations
      owed by or to more than one person are owed by or to them jointly and
      severally.





**L1585/02455/2675172
              v.**




2.2  In
      this
      Lease, unless otherwise specified:




2.2.1
      a
      reference to legislation is a reference to all legislation having effect in
      the
      United Kingdom at any time during the Term, including directives, decisions
      and
      regulations of the Council or Commission of the European Union, Acts of
      Parliament, orders, regulations, consents, licences, notices and bye-laws made
      or granted under any act of Parliament or directive, decision or regulation
      of
      the Council or Commission of the European Union, or made or granted by a local
      authority or by a court of competent jurisdiction and any approved Codes of
      Practice issued by a statutory body;




2.2.2
      a
      reference to particular legislation is a reference to that legislation as
      amended, consolidated or re-enacted from time to time and to all subordinate
      legislation made under it from time to time;




2.2.3  a
      reference to a person includes an individual, corporation, company, firm,
      partnership or government body or agency, whether or not legally capable of
      holding land; and




2.2.4  a
      reference to a clause is a reference to a clause or sub-clause of this
      Lease.




2.3  In
      this
      Lease:




2.3.1  an
      obligation of the Tenant not to do something includes an obligation not to
      cause
      or allow that thing to be done;




2.3.2
      a
      reference to any act or to any act or omission of the Tenant includes any act
      or
      any act or omission of any other person at the Premises with the Tenant's
      express or implied authority;




2.3.3
      the
      rights of the Landlord under any clause are without prejudice to the rights
      of
      the Landlord under any other clause or Supplemental Document or other instrument
      entered into in connection with this Lease;




2.3.4
      the
      obligations of or restrictions on the Tenant or a Guarantor under any clause,
      Supplemental Document or other instrument entered into in connection with this
      Lease, are without prejudice to the obligations of or restrictions on the Tenant
      or Guarantor, or to the rights of the Landlord under any other clause,
      Supplemental Document or other instrument entered into in connection with this
      Lease;




2.3.5  a
      reference to the consent or approval of the Landlord means the prior consent
      in
      writing of the
      Landlord, signed by or on behalf of the Landlord;




2.3.6
      where a matter in this Lease is subject to the consent or approval of the
      Landlord, it is also, where required, subject to the written consent of any
      superior landlord or mortgagee of the Landlord;




2.3.7  references
      to any adjoining property of the Landlord include any property adjoining or
      near
      the Premises owned, leased or occupied by the Landlord from time to
      time;




2.3.8  references
      to the end of the Term are to the end of the Term whether before, at or after
      the end of the term of years granted by this Lease;




2.3.9  references
      to a fair proportion of any sum are to the whole or a proportion of that sum
      which is fair and reasonable in the circumstances as reasonably determined
      by
      the





**L1585/02455/2675172
              v.**




Landlord's
      Surveyor, whose decision shall be final and binding (save in the event of
      manifest error or illegality);




2.3.10  the
      perpetuity period is 80 years from the date of this deed;




2.3.11  where
      a
      sum is expressed to be payable on demand, it will become payable, unless
      otherwise specified, five Working Days after the demand has been made;
      and




2.3.12  unless
      otherwise specified, references to the Premises include any part of the
      Premises.




**3.**  **DEMISE
      AND TERM**




The
      Landlord lets the Premises to the Tenant together with the rights specified
      in
      the First schedule hereto and except and reserving the rights and easements
      specified in the Second schedule hereto for a term of three years from and
      including 21 March 2005 and expiring on 20 March 2008.




|**4.** | **PAYMENT
              OF RENT**The
              Tenant shall pay throughout the Term:
|------ | ----------------------------------------------------------------------------------------

4.1
      the
      Rent to be paid clear of all deductions counterclaims or set-offs whatsoever
      by
      equal quarterly
      payments in advance on the Quarter Days in each year the first payment in
      respect of the
      period from the Rent Commencement Date until (but excluding) the next following
      Quarter Day and to be calculated on a daily basis by reference to a calendar
      year of 365 days to be paid on the Rent Commencement Date;




4.2
      if
      required in writing by the Landlord the Tenant shall make such quarterly
      payments by banker's order (as the Landlord shall require) to any bank account
      in the United Kingdom as the Landlord may nominate;




4.3  the
      Insurance Rent;




4.4  the
      Service Charge pursuant to **clause** 12
      of
      this Lease; and




4.5  all
      other
      sums due under this Lease.




**5.**  **OTHER
      FINANCIAL MATTERS** 5.1 **Utilities**




The
      Tenant shall pay all charges, including connection and hire charges, relating
      to
      the supply of Utilities to the Premises and will comply with all present or
      future requirements and recommendations of the suppliers of Utilities to the
      Premises.










5.2  **Common
      facilities**




The
      Tenant shall pay on demand a fair proportion of any costs incurred or payable
      by
      the Landlord in respect of any land or Service Media not forming part of, but
      used in connection with, the Premises.




5.3  **Rates
      and taxes**




5.3.1
      The
      Tenant shall pay and indemnify the Landlord against all present and future
      rates, duties and assessments of any nature charged on or payable in respect
      of
      the Premises whether
      payable by the landlord, owner, occupier or tenant of the Premises and
      whether of a
      capital or income, recurring or non-recurring nature except any income or
      corporation tax imposed on the Landlord in respect of:




(a)  the
      grant
      of this deed; or


(b)  the
      receipt of the rents reserved by this Lease; or




(c)  any
      dealing or disposition by the Landlord with its interest in the
      Premises.




5.3.2
      The
      Tenant shall not make any claim for relief from any of the charges referred
      to
      above which could result in the Landlord not being entitled (during or after
      the
      end of the Term) to that relief in respect of the Premises.




5.4  **Payments
      relating to the Premises and other property**




Where
      any
      of the charges payable under **clause** 5.2
      relates to other property as well as the Premises, the amount to be paid by
      the
      Tenant will be a fair proportion of the whole of the amount charged or
      payable.




5.5  **Landlord's
      costs**




The
      Tenant shall pay to the Landlord, on demand, and on an indemnity basis, the
      fees, costs and
      expenses charged, incurred or payable by the Landlord, and its advisors or
      bailiffs in connection with:




5.5.1
      any
      steps taken in contemplation of, or in relation to, any proceedings under
      section 146 or 147 of the Law of Property Act 1925 or the Leasehold Property
      (Repairs) Act 1938, including the preparation and service of all notices, and
      even if forfeiture is avoided (unless it is avoided by relief granted by the
      court);




5.5.2
      preparing and serving schedules of dilapidations at any time during the Term
      (or
      after the
      Term
      in respect of dilapidations arising during the Term), and supervising any
      works undertaken to remedy such dilapidations;




5.5.3
      recovering (or attempting to recover) any arrears of Rent or other sums due
      to
      the Landlord under this Lease, including any costs associated with the
      Landlord's remedies of distress or execution;




5.5.4  any
      investigations or reports carried out to determine the nature and extent of
      any
      breach by the
      Tenant of its obligations in this Lease;




5.5.5  any
      steps
      taken to procure that a breach by the Tenant of its obligations under this
      Lease is
      remedied; and





**L1585/02465/2675172
              v.**




5.5.6
      any
      application for a consent of the Landlord (including the preparation of any
      documents) which is needed by virtue of this Lease, (whether or not such consent
      is granted).




5.6  **Value
      added tax**




5.6.1
      Where the Tenant is to pay the Landlord for any supply made to the Tenant by
      the
      Landlord, the Tenant shall also pay any value added tax which may be payable
      in
      connection with that supply.




5.6.2
      Where the Tenant is to pay the Landlord the costs of any supplies made to the
      Landlord, the Tenant shall also pay the Landlord any value added tax payable
      in
      connection with that supply, except to the extent that the Landlord is able
      to
      obtain a credit for the value added tax from HM Customs and Excise.




5.7  **Interest**




5.7.1
      If
      the Rent is not paid to the Landlord on the due date or if any other sums
      payable under this Lease to the Landlord are not paid within five Working Days
      of the due date for payment the Tenant shall pay interest to the Landlord at
      the
      Interest Rate for the period from and including the due date until payment
      (both
      before and after any judgment).




5.7.2
      If
      the Landlord refuses to accept
      any Rent or other sum due under this Lease, when the Tenant is, or may be,
      in
      breach of any of its obligations in this Lease so as not to prejudice
      the Landlord's rights to re-enter the Premises and forfeit this Lease, the
      Tenant shall
      pay interest on such sum to the Landlord at the Interest Rate for the period
      from and including the date such sum became due until the date the payment
      is
      accepted by the Landlord.




5.7.3
            
            Interest
                under this Lease wi11 accrue on a daily basis, compounded with quarterly
                rests




on
      the
      Quarter Days and will be payable immediately on demand.




5.8  **Exclusion
      of statutory compensation**




Any
      statutory right of the Tenant, or any undertenant, to claim compensation from
      the Landlord or any superior landlord on leaving the Premises is excluded to
      the
      extent that the law allows.




**6.
      THIRD PARTY RIGHTS OVER THE PREMISES**




6.1  There
      are
      expected from this deed and this Lease is granted subject to:




6.1.1
      all
      existing rights which belong to other property, or are enjoyed by other property
      over the Premises or any land or Service Media over which rights are granted
      by
      the Landlord to the Tenant by this Lease; and




6.1.2
            
            the
                matters contained or referred to in the property and changes registers
                of
                title number




BK324723
      as at the date of this deed.




6.2
            
            The
                Tenant shall comply with the matters contained or referred to in
                the
                register referred to




in **clause** 6.1
      so
      far as they relate to the Premises and the rights granted by this
      Lease.





**11585102465/2675172
              v.4**




6.3  The
      Tenant shall:




6.3.1  not
      permit any third party to acquire any right over the Premises or to encroach
      upon the Premises;




6.3.2  give
      the
      landlord immediate written notice of any attempt to do this;




6.3.3  take
      any
      steps which the Landlord may reasonably require to prevent the acquisition
      of
      any right over or encroachment on the Premises; and




6.3.4
      preserve for the benefit of the Premises and the Landlord's interest in them
      all
      existing rights which belong to the Premises and are enjoyed over adjoining
      or
      neighbouring property.




6.3.5  The
      Tenant shall not block or obstruct any window or ventilator at the
      Premises.




6.3.6  The
      Tenant shall not grant any right or licence to a third party relating to the
      airspace at the Premises.




7. **INSURANCE**




7.1  **Landlord's
      obligations relating to insurance**




7.1.1  The
      Landlord shall insure the Premises, other than any part of the Premises
      installed by the Tenant or any other occupier, against the Insured
      Risks.




7.1.2
      The
      insurance taken out by the Landlord shall be through an agency chosen by the
      Landlord and subject to any exclusions, excesses and conditions as may be usual
      in the insurance market at the time or required by the insurers, or reasonably
      required by the Landlord.




7.1.3
      The
      Landlord shall, at the request of the Tenant, and on payment by the Tenant
      of a
      reasonable fee, produce details of the terms of the current insurance policy
      and
      evidence of the payment of the current premium.




7.2  **Reinstatement**




7.2.1  If
      the
      Premises are damaged or destroyed by an Insured Risk, then:




|(a) | unless
              payment of any insurance monies is refused because of any act or omission
              of the Tenant and the Tenant has failed to comply with**clause**7.3.8;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)  subject
      to the Landlord being able to obtain any necessary consents; and


(c)  subject
      to the necessary labour and materials being and remaining
      available,




the
      Landlord shall use the insurance monies received by the Landlord, except monies
      received for loss of rent, in repairing and reinstating the Premises (other
      than
      any part which the Landlord is not obliged to insure) or in building a
      Comparable Building as soon as reasonably possible. A **"Comparable
      Building"** is
      a
      building of premises generally similar to the Premises in design, function
      size
      and location, but may differ in these aspects from the Premises having regard
      to
      the principles of good estate management and building design.





**11585102465/2675172
              v.4**




7.2.2
      The
      Landlord shall use reasonable endeavours to obtain the necessary labour,
      materials and
      consents to repair or reinstate the Premises, but will not be obliged to appeal
      against any
      refusal of a consent.




7.3  **Tenant's
      obligations relating to insurance**




The
      Tenant shall:




7.3.1  pay
      the
      Insurance Rent in accordance with this Lease;




7.3.2
      pay
      on demand any increase in the insurance premium for any adjoining property
      of
      the Landlord which is attributable to the use of the Premises, or anything
      done
      or omitted to be done on the Premises by the Tenant or any other occupier of
      the
      Premises;




7.3.3
      pay
      on demand the costs incurred or payable by the Landlord in connection with
      the
      Landlord obtaining any valuation of the Premises for insurance purposes, as
      long
      as such valuation is made at least three years after any previous such
      valuation;




7.3.4  comply
      with the requirements of the insurers relating to the Premises;




7.3.5
      not
      do or omit to do anything which may make the insurance of the Premises or of
      any
      adjoining property of the Landlord, taken out by the Landlord or any superior
      landlord, void or voidable, or which would result in an increase in the premiums
      for such insurance;




give
      the
      Landlord immediate written notice of any damage to or destruction of the
      Premises by an Insured Risk;




pay
      the
      Landlord on demand the amount of any excess required by the insurers in
      connection with that damage or destruction;




pay
      the
      Landlord on demand an amount equal to any amount which the insurers refuse
      to
      pay, following damage or destruction by an Insured Risk, because of any act
      or
      omission of the Tenant;




if
      requested by the Landlord, remove its fixtures and effects from the Premises
      to
      allow the Landlord to repair or reinstate the Premises;


pay
      the
      Landlord on demand the costs incurred by the Landlord in preparing and settling
      any insurance claim relating to the Premises arising from any insurance taken
      out by the Landlord; and




7.3.11
      not take out any insurance of the Premises against the Insured Risks in its
      own
      name other than in respect of any part of the Premises installed by or on behalf
      of the Tenant or any undertenant, and if the Tenant has the benefit of any
      such
      insurance, the Tenant shall hold all money receivable under that insurance
      upon
      trust for the Landlord.




7.4  **Suspension
      of rent**




7.4.1
      If
      the whole of the Premises or any part which the Landlord is obliged to insure,
      are damaged or destroyed by an Insured Risk so as to make the Premises or any
      part which the Landlord is obliged to insure, unfit for occupation or use,
      the
      Rent (or a due proportion of it according to the nature and extent of the
      damage) will be suspended from
      the
      date of damage or destruction for a period equivalent to the period for which
      loss of rent insurance has been effected being not less than three years, or,
      if
      sooner, until the Premises, or such part, have been made fit for occupation
      and
      use.




7.4.2
      The
      Rent will not be suspended to the extent that any loss of rent insurance has
      been made ineffective, or payment of it has been refused by the insurers because
      of any act or omission by the Tenant.




7.4.3  The
      Rent
      will not be suspended unless and until any arrears of Rent or other sums due
      under this Lease have been paid by the Tenant in full.




7.4.4  Any
      dispute relating to this **clause** 7.4
      will
      be referred to arbitration.




7.5  **Insurance
      monies**




All
      insurance monies payable will belong to the Landlord.




**7.6**  **Termination
      of the Lease where damage is caused by Insured Risks**




If
      the
      whole or substantially the whole of the Premises is made unfit for occupation
      or
      use by damage or destruction by an Insured Risk then either the Landlord or
      the
      Tenant may terminate this Lease by giving written notice to the other such
      that
      this Lease will terminate on the date specified in the notice such termination
      will be without prejudice to any claim which the Landlord or Tenant may have
      against the other for any earlier breach of their respective obligations in
      this
      Lease.




**8.
      STATE** AND **CONDITION** OF
      THE
      PREMISES 8.1  Repair


8.1.1  The
      Tenant shall repair the Premises and keep them in good and substantial repair
      and condition.




8.1.2
      The
      Tenant shall keep all plant and machinery at the Premises in good condition
      and
      working order, and replace any items of plant or machinery which become beyond
      repair with new ones of a type and quality reasonably satisfactory to the
      Landlord.




8.1.3
      The
      Tenant shall enter into and maintain contracts for the maintenance of plant
      and
      machinery at the Premises, with contractors approved by the Landlord (such
      approval not to be unreasonably withheld).




8.1.4
      The
      Tenant shall carry out all works and treatments to the Premises as are necessary
      for the proper repair and maintenance of the Premises and to ensure the health
      and safety of people working at or visiting the Premises.




8.1.5  The
      Tenant shall keep any outside parts of the Premises clean and tidy.




8.1.6  The
      Tenant shall regularly clean the inside and outside of the windows at the
      Premises.




8.1.7  The
      Tenant will not be liable under this **clause** 8.1
      to
      the extent that the Landlord is obliged to carry out the relevant repair works
      under **clause** 7.2
      (Reinstatement) or to the extent
      that the Landlord is prevented from carrying them out by reason of the matters
      referred to in paragraph (b) or (c) of **clause** 7.2.1.




8.2  **Alterations**




8.2.1  The
      Tenant shall not:




|(a) | construct
              any new building or structure or install any additional Service Media
              on
              the Premises;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

(b)  make
      any
      structural alterations or additions to the Premises; or


|(c) | make
              any alterations or additions to the outside parts or exterior of the
              Premises, including any alterations to their
              appearance.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8.2.2  The
      Tenant shall not without the consent of the Landlord, such consent not to be
      unreasonably withheld:




(a)  make
      any
      alterations to the Service Media which form part of the Premises;
      or




(b)  make
      any
      internal, non-structural alterations or additions to the Premises.




8.2.3
      The
      Tenant shall fit out the Premises with fittings of a type and quality which
      are
      (in the Landlord's discretion exercised reasonably) commensurate with the
      nature, location and use of the Premises.




8.2.4
      The
      Tenant may erect and relocate internal demountable partitioning without the
      Landlord's consent provided that two sets of revised plans and associated
      specifications are supplied to the Landlord by the Tenant within two months
      of
      any such partitioning being installed or relocated.




8.2.5
      On
      any application for consent to make alterations or additions the Tenant shall
      give the Landlord three copies of a specification and detailed drawings
      identifying the proposed works, and any further copies required by a superior
      landlord.




8.2.6
      Unless otherwise required by the Landlord, the Tenant shall, at the end of
      the
      Term, remove any alterations or additions made to the Premises by the Tenant
      during the Term (and make good any damage caused by that removal to the
      reasonable satisfaction of the Landlord) and shall reinstate the Premises to
      their original layout and condition.




8.3  **Decoration**




The
      Tenant shall redecorate the inside of the Premises in the last six months of
      the
      Term in colours and materials approved by the Landlord such approval not to
      be
      unreasonably withheld or delayed.




8.4  **Signs
      and reletting notices**




8.4.1
      The
      Tenant shall not display any signs or notices at the Premises which can be
      seen
      from outside the Premises, except one external sign giving the name and business
      of the Tenant (or other authorised occupier), the size, style and position
      of
      which have been approved by the Landlord.




8.4.2  At
      the
      end of the Term the Tenant shall remove any signs at the Premises and will
      make good any
      damage caused by that removal to the reasonable satisfaction of the
      Landlord.





**L1585/02465/2675172
              v.4**




8.4.3  The
      Tenant shall permit the Landlord to place a sign on the Premises:


|(a) | at
              any time advertising the sale of the Landlord's interest (or any superior
              interest) in the Premises; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



(b)  during
      the last six months of the Term for the reletting of the Premises,




as
      long
      as such signs do not unreasonably restrict the access of light or air to the
      Premises.




**9.
      USE OF THE PREMISES**




**9.1**  **The
      Permitted Use**




The
      Tenant shall not use the Premises except for the Permitted Use. 9.2  **Obstructions**


The
      Tenant shall not obstruct any pavement, footpath or roadway adjoining or serving
      the Premises.




9.3  **Restrictions
      on use** The
      Tenant shall not:


9.3.1
      leave the Premises unoccupied for a period of more than one month without first
      notifying the Landlord in writing, nor *for* more
      than
      three months without the consent of the Landlord, but the Tenant will not by
      virtue of this clause be required to trade from the Premises;




9.3.2  do
      anything on the Premises which is illegal or immoral;




9.3.3
      do
      anything on the Premises which would cause a nuisance or inconvenience or any
      damage or disturbance to the Landlord or any owner or occupier of any other
      property adjoining or near the Premises;




9.3.4  carry
      out
      any acts at the Premises which are noisy, noxious, dangerous or
      offensive;




9.3.5  store
      dangerous or inflammable materials at the Premises unless they are:




|(a) | of
              a type usually kept by persons carrying on the same business as the
              Tenant
              (or other occupier) or are necessary for the operation of any plant
              or
              machinery;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(b)  kept
      in
      reasonable quantities; and


|(c) | stored
              safely and in accordance with the requirements and recommendations
              of the
              insurers of the Premises;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



9.3.6  allow
      waste to accumulate at the Premises;




9.3.7  allow
      any
      material which is deleterious, polluting or dangerous (to persons or property)
      to enter any Service Media or any adjoining property; nor




9.3.8  overload
      or obstruct any Service Media which serve the Premises.





**L1585/02465/2675172
              v.4**


9.4  **Use
      of machinery**




The
      Tenant shall not use any machinery on the Premises in a manner which causes
      or
      may cause:




9.4.1  any
      damage to the fabric of the Premises or any strain on the structure of the
      Premises beyond that which it is designed to bear; or




9.4.2  any
      undue
      noise, vibration or other inconvenience to the Landlord or the owners or
      occupiers of any property adjoining or near to the Premises.




9.5  **Fire
      and security precautions**




The
      Tenant shall comply with the requirements and recommendations of the fire
      authority and with any reasonable requirements of the Landlord relating to
      fire
      prevention and the provision of fire fighting equipment at the Premises and
      the
      reasonable requirements of the Landlord in relation to the security of the
      Premises while they are vacant.




9.6  **Exclusion
      of warranty**




The
      Landlord does not warrant or represent that the Premises may be used for the
      Permitted Use or for any other purpose.




**10.** ALIENATION




10.1.1
      The Tenant shall not to deal with or dispose of its interest in this Lease
      or
      part with possession of the whole or any part of that interest or permit any
      other person to occupy the Premises (as the case may be) except as permitted
      by **clause** 10.2
      and
      except by way of:




(a)  an
      assignment of the whole of its interest in the Premises; or




(b)  a
      sub-lease of the whole of the Premises,




which
      may, in any event, only be made with the Landlord's consent such consent not
      to
      be unreasonably withheld or delayed.




10.1.2
      The Landlord and the Tenant agree that, for the purposes of section 19(1A)
      of
      the Landlord and Tenant Act 1927, the Landlord may refuse its consent to an
      assignment in any of the following circumstances:




(a)  if
      the
      Tenant has not paid all rents and other sums due under this Lease;


|(b) | if
              in the reasonable opinion of the Landlord the assignment would have
              an
              adverse effect on the value of the Landlord's reversion to the Premises,
              assuming the Landlord wished to sell its reversion in the open market
              on
              the day following completion of the
              assignment;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | if,
              where the obligations of the Tenant have been guaranteed by a member
              of
              the same Group as the Tenant, the assignee is another member of that
              Group;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | if
              the assignee (being a body corporate) is not incorporated within the
              UK,
              unless its proposed guarantor (and if more than one then all of them)
              (being a body corporate) is (or are) incorporated within the
              UK.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









10.1.3
      The Landlord and Tenant agree that, for the purposes of section 19(1A) of the
      Landlord and Tenant Act 1927, the Landlord may give its consent to an assignment
      subject to all or any of the following conditions:




|(a) | that
              the Tenant enters into an authorised guarantee agreement no later than
              the
              date of the assignment, which agreement is to be by deed, is to provide
              for a guarantee of all the obligations of the assignee under this Lease
              from the date of the assignment until the assignee is released by virtue
              of the Landlord and Tenant (Covenants) Act 1995, and which provides
              for
              all the matters permitted by section 16(5) of that Act and which is
              otherwise in accordance with section 16 of that Act and in a form
              reasonably required by the Landlord;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | that,
              where reasonably required by the Landlord, the assignee shall procure
              a
              guarantor or guarantors, which if a body corporate is to be incorporated
              within the UK, acceptable to the Landlord, to enter into a full guarantee
              and indemnity of the assignee's obligations under the Lease, such
              guarantee and indemnity to be by deed and contain the obligations set
              out
              in the Fourth schedule hereto (with such additions an amendments as
              are
              necessary to reflect the fact that the guarantee and indemnity is being
              entered into after the date of this Lease and by means of a separate
              document) together with any additional provisions reasonably required
              by
              the Landlord;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | that
              if, at any time before the assignment the circumstances set out in**clause**6.3.2
              apply, the Landlord may revoke its consent to the assignment by written
              notice to the Tenant;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(d)  that
      the
      assignment is completed within two months of the consent;




|(e) | that
              the proposed assignee enters into a covenant with the Landlord to comply
              with the obligations of the Tenant in this Lease from the date the
              assignment of the Lease is completed throughout the term of this Lease
              and
              (where applicable) any continuation of the tenancy created by this
              Lease
              or until the assignee of this Lease is released by virtue of the Landlord
              and Tenant (Covenant) Act 1995, if
              sooner.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10.1.4 **Clauses** 10.1.2
      and 10.1.3 do not limit the right of the Landlord to refuse consent to and
      assignment on any other reasonable ground or to impose any other reasonable
      condition to its consent.




10.1.5
      Any document to be entered into by an assignee of the Tenant in fulfilment
      of a
      condition of consent to the assignment shall be in a form reasonably required
      by
      the Landlord.




10.1.6
      The Tenant shall not underlet the whole of the Premises without first obtaining
      from the undertenant a covenant by the sub-undertenant with the Landlord to
      comply with the terms of this Lease on the part of the tenant, other than as
      to
      the payment of any rent or other sums reserved as rent by this Lease, and to
      comply with the obligations on the undertenant in the lease throughout the
      term
      of the lease and (where applicable) any continuation of the tenancy created
      by
      the lease or until the undertenant is released by virtue of the Landlord and
      Tenant (Covenants) Act 1995, if sooner.





**L1585/02455/2675172
              v.4**




10.1.7  Any
      underlease of the whole of the Premises shall be granted:


|(a) | at
              a rent which is not less than the then open market rental value of
              the
              whole of the Premises;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------



(b)  without
      a
      fine or premium; and


(c)  with
      the
      underlease rent payable not more than one quarter in advance. 10.1.8 The
      Tenant shall not grant an underlease unless:


|(a) | before
              the undertenant enters into the underlease or becomes contractually
              bound
              to do so the underlease is validly excluded from the operation of sections
              24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in accordance
              with the provisions of section 38A of that Act and the relevant schedules
              of the Regulatory Reform (Business Tenancies) (England and Wales) Order
              2003; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | the
              Tenant shall supply the Landlord with a copy (certified by solicitors
              as a
              true copy of the original for this purpose) of the notice served by
              it and
              the undertenant's statutory declaration or declaration (as appropriate)
              pursuant to section 38A of that Act.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10.2  **Group
      sharing of occupation**




**The** Tenant
      may share occupation of the Premises with one or more other companies which
      are
      within its Group on the following conditions:




10.2.1 the
      Tenant
      promptly notifies the Landlord in writing of the beginning and the end of the
      arrangement;




10.2.2 no
      relationship of landlord and tenant is created by the arrangement;
      and




10.2.3 the
      other
      companies vacate the Premises immediately if any of them ceases to be a member
      of the same Group as the Tenant.




**10.3 Charging**




10.3.1 The
      Tenant
      shall not charge or agree to charge any part of the Premises (as distinct from
      the whole).


10.3.2 The
      Tenant
      shall not charge or agree to charge the whole of the Premises without the
      consent of the Landlord, such consent not to be unreasonably withheld or
      delayed.




**11.
      LEGAL REQUIREMENTS**




**11.1 Legislation**




The
      Tenant shall:




11.1.1 comply
      with all
      legislation affecting the Premises, their use and occupation and the health
      and
      safety of persons working at or visiting the Premises, whether the legislation
      requires the owner, landlord, tenant or   occupier
      to
      comply;




11.1.2  carry
      out
      any works to the Premises which are required by legislation;





**L1585/02465/2675172**







11.1.3
              
              
              11.1.4
            obtain
                all licences and consents which are required under any legislation
                to use
                the Premises or carry out any works or other activity at the
                Premises;
              
              at
                the end of the Term pay the Landlord a fair proportion of any compensation
                which the Tenant has received or which is receivable by the Tenant
                because
                of any restriction placed on the use of the Premises under any
                legislation.









11.1.5  not
      do or
      omit to do anything at the Premises which would result in:


|(a) | any
              other property owned or occupied by the Landlord failing to comply
              with
              any legislation; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



**(b)**  the
      Landlord incurring any cost, penalty or liability under any legislation.




11.2 **Notices
      relating to the Premises**


The
      Tenant shall:




11.2.1
      give the Landlord a copy of any notice received by the Tenant, relating to
      the
      Premises or any occupier of them, or to the Landlord's interest in them, within
      5 Working Days of having received it (or immediately if there are shorter time
      limits in the notice);




11.2.2
      whether the notice requires compliance by the owner or occupier of the Premises,
      but subject to **clause** 11.2.3,
      comply with the terms of any such notice in a manner approved by the Landlord,
      but the Landlord's approval of any particular manner will not imply that the
      Tenant has discharged its obligation to comply with the terms of the
      notice;




11.2.3  at
      its
      own cost, make, or join the Landlord in making, any objection or appeal against
      such notice, which the Landlord may reasonably require.




11.3  **Planning**




11.3.1  The
      Tenant shall comply with the Planning Acts.




11.3.2  The
      Tenant shall pay any charge imposed under the Planning Acts in respect of the
      use of the Premises, or any works carried out at the Premises.




11.3.3
      The Tenant shall not apply for planning permission or make any other application
      under the Planning Acts nor implement any planning permission affecting the
      Premises without the consent of the Landlord.




11.3.4
      The Landlord may withhold consent to implementation if the Tenant has applied
      for the planning permission in breach of an obligation in this Lease, or if
      any
      time limit in the permission, or the inclusion or omission of any condition
      in
      or from the permission would, or would be likely to, prejudice the Landlord's
      interest in the Premises or any adjoining property of the Landlord.




11.3.5
      In
      giving its consent to the Tenant implementing a planning permission, the
      Landlord may, as a condition of that consent, require the Tenant to comply
      with
      all the conditions contained in the permission before the end of the term of
      years granted by this Lease, whether or not the permission imposes such time
      limits and, where reasonable, require the Tenant to provide security
      satisfactory to the Landlord for its compliance with the conditions in the
      permission (as modified by the above condition). The Tenant shall not implement
      the permission until that security is supplied.





**L1585/02465/2675172
              v.4**




11.3.6
      If
      reasonably required by the Landlord and at the Landlord's expense, the Tenant
      shall appeal against a refusal of planning permission or any condition contained
      in a permission applied for by or on behalf of the Tenant.




11.4  **Environmental
      requirements**




11.4.1  In
      this
      clause the following definitions apply:




**"Dangerous
      Substances"**


means
      any
      substance (whether in the form of a solid, liquid, gas or vapour) the
      generation, keeping, transportation, storage, treatment, use or disposal of
      which gives rise to a risk of
      causing harm to humans or to any other living organism, or causing damage to
      the
      Environment and includes any controlled, special, hazardous, toxic, radioactive
      or dangerous waste;




**"Environment"**




means
      the
      environment as defined in section 1(2) of the Environmental Protection Act
      1990;




**"Environmental
      Law"**




means
      any
      legal rule, regulation or obligation, whether or not having effect at the date
      of this Lease, and whether or not having retrospective effect, concerning the
      protection of human health or the Environment or Dangerous
      Substances.




11.4.2  The
      Tenant shall ensure that all Environmental Laws relating to:


(a)the
                Premises;
              (b)the
                carrying out of any operations on the Premises;
              (c)orthe use of the Premises,









are
      complied with and shall not do anything on the Premises or cause to be present
      on the Premises any matter or thing, which may cause loss to the Landlord by
      reason of any Environmental Law.




11.5  **The
      Construction (Design and Management) Regulations 1994**




11.5.1
      In
      this clause **"Regulations"** means
      the
      Construction (Design and Management) Regulations 1994 and "File" means the
      Health and Safety file for the Premises and works carried out to it, required
      by
      the Regulations.




11.5.2
      In
      respect of any works carried out by or on behalf of the Tenant or any
      undertenant or other occupier of the Premises (including any works of
      reinstatement which may be carried out after the end of the Term) to which
      the
      Regulations apply, the Tenant shall:




|(a) | comply
              in all respects with the Regulations and procure that any person involved
              in carrying out such works complies with the Regulations;
              and
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | act
              as the only client in respect of those works and where required by
              the
              Landlord serve a declaration to that effect on the Health and Safety
              Executive pursuant to regulation 4 of the Regulations and give a copy
              of
              it to the Landlord.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**L1585/02465/2675172
              v.4**




11.5.3  The
      Tenant shall:




(a)
                maintain and make the File available to the Landlord for inspection
                at all
                times;
              (b)on
                request provide copies of the whole or any part of the File to the
                Landlord; and
              (c)
                hand the File to the Landlord at the end of the
                Term.







11.5.4The
                Tenant shall obtain all copyright licences which are needed for the
                Tenant
                to complylawfully
                with this**clause**11.5.
              
              11.5.5The
                copyright licences obtained by the Tenant
                shall:









(a)  be
      granted with full title guarantee;


|(b) | allow
              the Landlord and any superior landlord and anyone deriving title through
              or under them to take further copies of the File or any part of
              it;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(c)  be
      obtained without cost to any such person;




(d)  allow
      any
      such person to grant sub-licences on similar terms; and


(e)  be
      irrevocable.




11.6  **Local
      Authority requirements**




The
      Tenant shall comply with all local authority requirements and recommendations
      relating to the loading and unloading of goods at the Premises and collection
      of
      refuse from the Premises.




11.7  **Defective
      Premises Act 1972**




11.7.1
      The Tenant shall give the Landlord written notice of any defect in the Premises
      which may
      make
      the Landlord liable to do, or not to do, any act to comply with the duty of
      care imposed
      by the Defective Premises Act 1972.




11.7.2  The
      Tenant shall display any notices at the Premises needed to enable the Landlord
      to comply with the Defective Premises Act 1972.




**11.8**  **No
      additional rights**




The
      Landlord will not be obliged to grant any additional rights to the Tenant or
      waive any of the Landlord's rights under this Lease in connection with the
      obligations of the Tenant in this **clause** 11.




**12.
      SERVICE CHARGE**




12.1
      The
      Tenant shall pay as additional rent a sum (the **"Service
      Charge")** representing
      18.57 per cent of the reasonable and proper cost to the Landlord (the **"Expenses")** of
      complying during the Term with its obligations contained in **clause** 13.2
      of
      this Lease or providing any other service that the Landlord reasonably considers
      desirable for the efficient use or occupation of the Building and which is
      in
      the interests of the occupiers thereof as a class provided that the Landlord
      shall be at liberty in its reasonable discretion to vary such proportion of
      the
      Expenses to such other proportion as shall be fair and reasonable (including,
      if
      appropriate, the attribution of the whole or none of any particular expenditure
      to the Premises) having regard to the relative benefit of any relevant Services
      enjoyed or capable of being enjoyed by the Tenant, and the Landlord will have
      due regard to any representations made by the Tenant with respect to the
      variation of the proportion and the reasonableness of such
      attribution.




12.2
      The
      amount of the Expenses pertaining to any Financial Year shall be certified
      by
      the Landlord and shall include all professional fees in connection with the
      preparation of such certificate (the **"Certificate").**




12.3
      On
      account of the Service Charge the Tenant shall pay to the Landlord on each
      Quarter Day of the Term of one quarter of the Landlord's reasonable estimate
      of
      the Expenses for the relevant financial year provided that such estimate shall
      be provided to the Tenant in writing prior to the First Quarter Day in any
      Financial Year together with explanatory information in relation to any change
      to the proportion of the Expenses and any additional item included in the
      Expenses.




12.4
      Following the delivery of the Certificate the Landlord shall submit to the
      Tenant an account for the Service Charge for the relevant Financial Year due
      credit being given for any payments made by the Tenant and forthwith the Tenant
      shall pay the balance outstanding the Landlord shall repay to the Tenant any
      amount which may have been overpaid.




12.5
      Notwithstanding anything contained elsewhere in this Lease including (without
      limitation) in this **clause** 12
      the
      Tenant shall have no liability for the following and the Landlord shall not
      be
      entitled to claim Service Charge from the Tenant in relation to the following
      items:




12.5.1
      any costs incurred by the Landlord in relation to the review of rent of any
      unit
      of accommodation within the Building which is let (or intended by the Landlord
      to be let) as an occupation unit or the letting or reletting of any such
      unit;




12.5.2
      any costs incurred by the Landlord in carrying out works to any part of the
      Building to reinstate the same following damage or destruction by an Insured
      Risk unless the policy of insurance has been prejudiced by the act or default
      of
      the Tenant;




12.5.3
      any costs, liabilities or expenses in respect of or attributable to any
      occupational unit(s) in the Building which are from time to time unlet or in
      respect of which the Landlord has granted the occupier a concessionary period
      free or reduced service charge liability as an inducement to occupy such
      unit(s);




12.5.4
      any improvements to the Building or any part thereof and any replacement or
      renewal of the facilities plant and machinery servicing the same save where
      such
      items are beyond economic repair;




12.5.5
      any capital expenditure on the Building (save in relation to routine usual
      repair and maintenance) which it is unreasonable to expect the Tenant to
      contribute to having regard to the length of the term granted by this
      Lease.




12.6
      The
      Landlord shall retain and the Tenant shall be entitled to inspect all invoices,
      receipts, vouchers
      and other documentation and information relating to the cost of or payment
      for
      the delivery
      of any of the Services (or any of them) and the Tenant shall be entitled to
      take
      copies of such material.





**L1585/02465/2675172
              v.4**




12.7
      The
      Certificate shall contain an accurate account of all the Expenses for the
      relevant Financial Year and shall be delivered within two months of the expiry
      of such Financial Year.




|**13.** | **LANDLORD'S
              COVENANTS**The
              Landlord hereby covenants with the
              Tenant:
|------- | ----------------------------------------------------------------------------------------------------------------

13.1
      if
      the Tenant pays the rent and performs and observes the covenants by the Tenant
      and the conditions contained in this Lease the Tenant may peaceably and quietly
      hold and enjoy the Premises during the Term without any lawful interruption
      by
      the Landlord or any person claiming under or in trust for the
      Landlord;




13.2
      subject to the Tenant paying all rent and other sums due under this Lease to
      use
      all reasonable endeavours to provide the Services provided that the Landlord
      shall not be liable for any breach of this covenant where the breach arises
      from
      any cause beyond the reasonable control of the Landlord;




13.3
      to
      provide swipe cards to the Tenant to enable the Tenant to use Landlord's
      security system to obtain access to the Building and/or the Premises and
      (subject to the capabilities from time to time of the Landlord's security
      system) in relation thereto to programme or otherwise prepare the same in
      accordance with the Tenant's reasonable requirements from time to time, with
      each swipe card to be provided at a cost of ten pounds (£10) or such greater sum
      as the Landlord acting reasonably may consider necessary.




13.4
      The
      Landlord covenants to carry out the Landlord's works with all due diligence
      and
      speed in a good and workmanlike fashion within three months of the date hereof
      using proper materials fit for their purpose and in accordance with all
      statutory and other requirements and in carrying out these works the Landlord
      shall cause as little inconvenience and disturbance to the Tenant and occupiers
      and visitors to the Premises and the Tenant's use of the Premises as is
      reasonably practicable and so as not to prevent access to or use or enjoyment
      of
      the Premises during office hours.




**14.**  **FORFEITURE** 14.1 **Landlord's
      right of re-entry**


If
      any
      event set out in **clause** 14.2
      occurs, the Landlord may forfeit this Lease and re-enter the Premises. The
      Term
      will then end, but without prejudice to any claim which the Landlord may have
      against the Tenant or a Guarantor for any failure to comply with the terms
      of
      this Lease.




14.2  **Events
      giving rise to the Landlord's right of re-entry**




14.2.1  The
      Rent
      or any other sum payable under this Lease has not been paid 15 working days
      after it became due, whether formally demanded or not.




14.2.2  The
      Tenant or any Guarantor has failed to comply with the terms of this
      Lease.





**L1585/02465/2675172
              v.4**




14.2.3
      The Tenant or any Guarantor changes intentionally or otherwise, and whether
      or
      not by reason of its own actions or omissions or by the actions or omissions
      of
      others, its "centre of main interest" from England contrary to **clause** 23
      and/or
      24.16 of this Lease.




14.2.4 The
      Tenant or any Guarantor, if an individual (or if more than one individual then
      any one of them):




|(a) | is
              the subject of a bankruptcy petition or an interim receiver is appointed
              of his property or a bankruptcy order is made against
              him;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | is
              the subject of an application for an interim order under part VIII
              of the
              Insolvency Act 1986 (as amended);
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | enters
              into any composition, scheme, compromise, moratorium or other similararrangement
              with its creditors or any of them, whether or not under the
              InsolvencyAct 1986 (as amended);
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | suffers
              the appointment of a Law of Property Act 1925, court appointed or other
              receiver or receiver manager, or similar officer appointed over or
              in
              relation to the whole of its undertaking, property, revenue or assets,
              or
              any part thereof, or any person holding security over all or any of
              its
              undertaking, property, revenue or assets takes possession of them or
              any
              part of them; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | is
              or becomes subject to, takes or has taken against it or in relation
              to it,
              or any or all of its assets, any equivalent, analogous, corresponding
              or
              similar finding, steps, process or proceeding in any other jurisdiction,
              whether or not any finding, step, process or proceeding has been taken
              against or in relation to it, or any or all of its assets in England
              and
              Wales.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14.2.5 In
      relation to a Tenant or any Guarantor which is a company (or if more than one
      company then any one of them):




|(a) | a
              proposal for a voluntary arrangement is made under part I of the
              Insolvency Act 1986 (as amended) or the directors of the Tenant or
              Guarantor resolve to make such a
              proposal;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | a
              petition for an administration order is presented under part II of
              the
              Insolvency Act 1986 or the directors of the Tenant or Guarantor resolve
              to
              present such a petition or an administrator of the Tenant or Guarantor
              is
              appointed by the holder of a qualifying floating charge (as that term
              is
              defined in Schedule 16 of the Enterprise Act
              2002);
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | suffers
              the appointment of a Law of Property Act 1925, court appointed or other
              receiver or receiver manager, or similar officer appointed over or
              in
              relation to the whole of its undertaking, property, revenue or assets
              or
              any part thereof, or any person holding security over all or any of
              its
              undertaking, property, revenue or assets takes possession of them or
              any
              part of them; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | a
              resolution for its voluntary winding up is passed under part IV of
              the
              Insolvency Act 1986 or a meeting of its creditors is called for the
              purpose of considering that it be wound up voluntarily (in either case,
              other than a voluntary winding up whilst solvent for the purposes of
              and
              followed by a solvent reconstruction or
              amalgamation);
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






a
      petition for its winding up is presented to the court under part IV
      or by
      virtue of part V of the Insolvency Act 1986 (as amended) or a resolution is
      passed that it be wound up by the court;




an
      application is made under section 425 of the Companies Act 1985 (as amended)
      or
      a proposal is made which could result in such an application;




enters
      or
      proposes to enter into any composition, compromise, moratorium, scheme or other
      similar arrangement with its creditors or any of them, whether or not under
      the
      Insolvency Act 1986 (as amended);




is
      dissolved, or is removed from the Register of Companies, or ceases to exist
      (whether or not capable of reinstatement or reconstitution) save that in the
      case of the Guarantor such provisions shall not apply where it is subject to
      a
      bona fide merger or other similar reorganisation and when the merged entity
      enters into a guarantee on the same terms with the Landlord as is contained
      in
      this Lease.




**15.**  **LIMITS
      ON LANDLORD'S LIABILITY**




15.1  In
      this
      clause **"Interest"** means
      the
      whole of the interest in the reversion immediately




expectant
      on the end of the Term.




15.2
      The
      obligations on the Landlord contained or implied in this Lease, to the extent
      that they relate to any time after a person has parted with its Interest, will
      not be binding on or enforceable against a person after that person has parted
      with its Interest.




15.3
      To
      the extent that a person retains any liability for such obligations after having
      parted with its Interest, the Tenant agrees to release that person from such
      liability within four weeks of being notified in writing that such person has
      parted with its Interest and the release will have effect from the date of
      the
      disposal of the Interest.




**16.**  **NOTICES
      IN CONNECTION WITH THIS LEASE**




16.1
      Where a notice is to be given in connection with this Lease, it must be given
      in
      writing and signed by or on behalf of the party giving it, unless it is stated
      that it need not be given in writing.




16.2
      Any
      notice to be given in connection with this Lease will be validly served if
      sent
      by first class post, or registered post or recorded delivery and addressed
      to or
      personally delivered to:




16.2.1
            
            the
                Landlord at the address given in this deed or such other address
                which the
                Landlord




has
      notified to the Tenant in writing;




16.2.2  the
      Tenant at the Premises or its registered office or its last known
      address;




16.2.3  a
      Guarantor at the Premises or its registered office or its last known
      address.





**L1585/02465/2675172
              v.4**




16.3
      Any
      notice or demand sent by post from within the UK and properly stamped and
      correctly addressed will be conclusively treated as having been delivered 2
      Working Days after posting.




16.4  The
      Tenant shall give the Landlord verbal notice of any matter affecting the
      Premises where emergency action is needed as well as written
      notice.




**17.**  **TENANT'S
      OPTION TO DETERMINE**




17.1  In
      this
      clause **"Termination
      Date"** means
      any
      date on or after the first eighteen months of the Term.




17.2
      Subject to the pre-conditions in **clause** 17.3
      being satisfied on the Termination Date, and subject to **clause** 17.4
      the
      Tenant may determine the Term on the Termination Date by giving the Landlord
      not
      less than 6 months' written notice. The Term will then determine on
      the
      Termination Date, but without prejudice to any rights of either party against
      the other for any
      antecedent breach of its obligations under this Lease.




17.3  The
      pre-conditions are that:




17.3.1  vacant
      possession of the whole of the Premises is given to the Landlord;
      and




17.3.2  the
      Rent
      up to the Termination Date has been paid in full.




17.4  The
      Landlord may waive any of the pre-conditions set out in  **clause** 17.3
      at
      any time before the
      Termination Date by written notice to the Tenant.




17.5  Time
      will
      be of the essence for the purposes of this clause.




**18.**  **LANDLORD'S
      OPTION TO DETERMINE**




The
      Landlord may determine the Term at any time after the first 12 months of the
      Term (but effective not earlier than 18 months from the commencement of the
      Term) by giving not less than six months' written notice, which notice must
      be
      expressed to be given under section 24(2) of the Landlord and Tenant Act 1954.
      On the expiry of the notice period referred to the Term shall determine without
      prejudice to any rights of either party against the other for any antecedent
      breach of its obligations under this clause.




**19.**  **JURISDICTION**




19.1
      The
      High Court of Justice in England shall have jurisdiction to enter any action
      or
      proceeding whatsoever in respect of this Lease or any of the provisions thereof
      or any matter or thing arising thereunder or hereunder or by virtue of or in
      consequence of this Lease.




19.2
      Except where otherwise provided if any dispute shall arise between the parties
      hereto with respect to the construction or effect of this Lease or any clause
      or
      thing in this Lease contained or the rights liabilities or duties of the parties
      under or by virtue of or arising out





**L1585/02465/2675172
              v.4**




of
      or in
      consequence of this Lease or any rights liabilities or duties or otherwise
      in
      connection with the Premises or any proceedings instituted or prosecuted or
      maintained it shall be determined by the English Courts according to the Laws
      of
      England and the parties submit themselves to the jurisdiction of the English
      Courts.




**20.**  **NEW
      OR OLD LEASE**




This
      Lease is a new tenancy for the purposes of section 1 of the Landlord and Tenant
      (Covenants) Act 1995.




21.  INDEMNITY




The
      Landlord shall indemnify the Tenant against any costs claims actions and
      liabilities whatsoever in respect of:




21.1
      the
      obligations on the part of the Developer (as therein defined) pursuant to a
      Deed
      dated 24 July 1992 between Chartwell Land Development Limited (1) The Royal
      County of Berkshire (2);




21.2
      the
      obligations on the part of the Owner (as therein defined) pursuant to an
      Agreement dated 31 January 1996 between Bracknell Forest Borough Council (1)
      Chartwell Land Development Limited (2); and




21.3 any
      outstanding condition in planning permission reference number 620994 dated
      31
      January 1996.




**22.**  **GENERAL**




22.1 **Rights
      of Landlord**


Reference
      to any right exercisable by the Landlord or any right exercisable by the Tenant
      in common
      with the Landlord shall be construed as including (where appropriate) the
      exercise of such right in common with all other persons having a like
      right.




22.2 **Compensation**




Except
      where any statutory provision prohibits the Tenant's right to compensation
      from
      being excluded by agreement the Tenant shall not be entitled on quitting the
      Premises or any part of the Premises to claim from the Landlord any compensation
      under the Landlord and Tenant Act 1954.




22.3 **Counterparts**




This
      Lease may be executed in counterpart and both this Lease and the counterpart
      taken together shall constitute one and the same deed and the Tenant may enter
      into this Lease by executing a counterpart.





**L1585/02465/2675172
              v.4**




22.4  **Exclusion
      of the 1954 Act**




22.4.1  The
      parties confirm that before this Lease was entered into:




|(a) | a
              notice complying with Schedule 1 to the Regulatory Reform (Business
              Tenancies) (England and Wales) Order 2003 which relates to this tenancy
              was served by the Landlord on the Tenant on 26**Apv**X2a
              o5 ; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | a
              statutory declaration dated .2Q3,iL~2_CoScomplying
              with paragraph 8 of Schedule 2 to that Order was made by OH N P\P uCH-who
              the Tenant confirms was duly authorised by the Tenant to make the
              statutory declaration on its behalf.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22.4.2  The
      parties agree and declare that the provisions of sections 24 to 28 (inclusive)
      of the Landlord and Tenant Act 1954 shall not apply to the tenancy created
      by
      this deed.




22.4.3  The
      parties confirm that there is no Agreement for lease which gives effect to
      this
      Lease.




22.5  **Covenant
      status of this Lease**




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




22.6  **Implied
      rights of enforcement by third parties excluded**




22.6.1
      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.




22.6.2  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.




22.7  **Landlord's
      rights to remedy default by the Tenant**




22.7.1  If
      the
      Tenant fails to comply with any of its obligations in this Lease, the Landlord
      may give the Tenant written notice of that failure, and the Tenant
      shall:




(a)  immediately
      in the case of an emergency; and


|(b) | otherwise
              as soon as practicable, but in any event within one month of such
              notice,
|--- | ---------------------------------------------------------------------------------------------------------------



begin
      and
      then, within a reasonable time, complete remedying that failure.




22.7.2
      If
      the Tenant does not comply with **clause** 22.7.1,
      the Landlord may enter the Premises and carry out any works or do anything
      else
      which may be needed to remedy the Tenant's failure to comply with its
      obligations under this Lease.




22.7.3
      Any costs incurred by the Landlord by reason of **clause** 22.7.2
      will be a debt due from the Tenant payable on demand and may be recovered by
      the
      Landlord as if it were additional rent.





**L1585/02465/2675172
              v.4**


22.8  **Superior
      interests**




If
      at any
      time this Lease is an underlease:




22.8.1
      the Tenant shall comply with the terms of any superior lease to the extent
      that
      they relate to the Premises, other than any obligation to pay any rent and
      save
      where the provisions of the lease conflict with any superior lease then this
      Lease shall prevail; and




22.8.2
      the Landlord shall pay any rent due under the immediate superior lease and
      shall
      comply with the provisions of such superior lease save where the Tenant is
      obliged to comply with them by virtue of this Lease.




22.9  **Tenant
      to provide information**




22.9.1
      The Tenant shall give the Landlord any information or documents which the
      Landlord reasonably requests to show that the Tenant is complying with its
      obligations in this Lease.




22.9.2  The
      Tenant shall give the Landlord immediate written notice of any defect or default
      which may make the Landlord liable to the Tenant or any third
      party.




22.10  **Tenant's
      indemnity**




The
      Tenant agrees to indemnify the Landlord at all times (both during and after
      the
      Term) against all charges, claims, proceedings, liabilities, damages, losses,
      costs and expenses arising directly or indirectly from:




22.10.1  the
      existence, state of repair or use of the Premises;




22.10.2  any
      works
      carried out at the Premises;




22.10.3  any
      breach of any of the Tenant's obligations in this Lease; or




22.10.4  any
      act
      or omission of the Tenant.




22.11  **Tenant's
      acknowledgement**




The
      Tenant acknowledges that it has not entered into this Lease in reliance on
      any
      representation made by or on behalf of the Landlord.




22.12  **Guarantor**




22.12.1
      If at any time during the Term a Guarantor (or where a Guarantor comprises
      more
      than one person, any one of them) dies or any of the events referred to in **clause** 14
      (Forfeiture) occurs in relation to a Guarantor, then the Tenant shall give
      immediate written notice to the Landlord of that event and within one month
      of
      being so required by the Landlord, procure that another person acceptable to
      the
      Landlord enters into a deed of guarantee and indemnity containing the
      obligations set out in the Schedule to this
      deed
      with such additions and amendments as are necessary to reflect the fact that
      the  guarantee
      and indemnity is being entered into by a separate instrument and after the
      date of this
      deed.





**L1585/02465/2675172
              v.4**




22.12.2
      The Tenant shall procure that a Guarantor enters into any deed or document
      which
      is supplemental to this deed and which is entered into before that Guarantor
      is
      released by virtue of the Landlord and Tenant (Covenants) Act 1995.




22.13  **Qualification
      of Landlord's liability**




The
      Landlord will not be liable to the Tenant or any other person for:




22.13.1
      any damage to person or property arising from any act, omission or misfeasance
      by the Landlord, or its employees, agents or independent contractors, or from
      the state and condition of the Premises or any adjoining property of the
      Landlord;




22.13.2  any
      interruption to the supply of Utilities to the Premises;




22.13.3  any
      accidental damage to the Premises or to any property of the Tenant or any other
      occupier of the Premises or their employees, agents or independent
      contractors;




22.13.4
      any accidental damage to any person occurring during the performance by or
      on
      behalf of the Landlord of any service which the Tenant or other authorised
      occupier of the Premises has requested the Landlord to carry out;
      or




22.13.5
      for any failure to perform any obligation in this Lease, unless the Tenant
      has
      given the Landlord written notice of the facts giving rise to that failure
      and
      allowed the Landlord a reasonable time to remedy the matter.




22.14  **Sale
      of goods after end of Term**




22.14.1
      The Tenant irrevocably appoints the Landlord as its agent to store or dispose
      of
      any items left by the Tenant at the Premises more than 10 Working Days after
      the
      end of the Term.




22.14.2
      The Landlord may store or dispose of such items after that time as it thinks
      fit
      and without any liability to the Tenant, other than to account to the Tenant
      for
      the proceeds of sale, after deducting any costs of sale or storage incurred
      by
      the Landlord.




22.14.3
      The Tenant agrees to indemnify the Landlord against any liability incurred
      by
      the Landlord by reason of the Landlord disposing of any items left at the
      Premises which do not belong to the Tenant, but which the Landlord believed
      did
      belong to the Tenant, which will be presumed unless the contrary is
      proved.




22.15  **Arbitration**




Where
      this Lease refers to a dispute being referred to arbitration, it will be
      referred to a single arbitrator who will act in accordance with the Arbitration
      Act 1996, and the referral will be a submission to arbitration in accordance
      with that Act.




23. **GUARANTOR'S
      COVENANTS**




In
      consideration of this Lease having been granted at its request, the Guarantor
      covenants in the terms set out in the Fourth schedule.





**L1585/02465/2675172
              v.4**




.3
  **IN
      WITNESS** of
      which
      this Lease has been executed as a Deed and has been delivered on the date
      hereof.





**L1585/02465/2675172
              v.4**




**THE
      FIRST SCHEDULE**




1.  The
      passage of services to the Premises through the Conducting Media.




2.  Access
      to
      the Premises through the Common Parts at all times using a swipe card
      system.




|3. | The
              right to use the toilet accommodation in the Common Parts on the ground
              floor and secondfloor of the Building.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------



4.  In
      case
      of emergency the right to use any fire escape serving the Building.




|5. | The
              exclusive right to use the Private Car Parking Spaces for the parking
              of
              motor cars or motor cycles.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------



|6. | The
              right to install signs showing the name of the Tenant andlor companies
              within the Tenant's Group of a size and design to be approved by the
              Landlord such approval not to be unreasonably withheld or delayed being
              located as to one sign in the Common Parts on the ground floor of the
              Building as reasonably designated by the
              Landlord.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | The
              right in common with the Landlord to use the refuse bins in the area
              edged
              yellow on Plan 2 or such other location as the Landlord may reasonably
              designate.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | The
              right for the Premises of support and protection from the remainder
              of the
              Building as is provided as at the date
              hereof.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | The
              right to install maintain and use Conducting Media serving the Premises
              along routes (previously approved by the Landlord such approval not
              to be
              unreasonably withheld) passing through the Common Parts and any risers
              which serve or which are capable of serving the
              Premises.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | The
              right to enter other parts of the Building (other than the Premises)
              for
              the purpose of complying with the Tenant's covenants herein or exercising
              the Tenant's rights granted herein provided that such entry is made
              upon
              reasonable notice (save in case of emergency) and the Tenant makes
              good
              all damage thereby occasioned.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**L1585/02465/2675172
              v.4**




**THE
      SECOND SCHEDULE**




|1. | The
              passage of services to and from the Building or any adjoining or
              neighbouring property through the Conducting Media on or serving the
              Premises at any time.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | The
              right to enter after reasonable notice on the Premises at reasonable
              times
              for the purpose of cleaning, repairing, replacing, altering or
              constructing either the Conducting Media of the Building or any adjoining
              or neighbouring property and including the right to erect and use
              scaffolding or other appropriate equipment on or outside the Premises,
              the
              person or persons exercising such rights causing as little inconvenience
              as reasonably possible and making good in a reasonable manner all damage
              to the Premises thereby occasioned.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | The
              right to carry out or consent to the carrying out by any person of
              any
              construction or other works to the Building or to any adjoining or
              neighbouring Premises notwithstanding any diminution in the light or
              air
              enjoyed by the Premises.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4.  The
      right
      of access through the Premises in case of fire or other emergency.




|5. | The
              right of access to the Premises upon reasonable notice (save in case
              of
              emergency) in order to comply with the Landlord's obligations pursuant
              to
              the Lease.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | The
              right to use the Patch Panel contained in the Premises and the right
              to
              enter the Premises upon reasonable notice (save in the case of emergency)
              in order to use and carry out any repairs
              thereto.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**L1585/02465/2675172
              v.4**




**THE
      THIRD SCHEDULE**




To
      keep
      in good and substantial repair condition and decoration the whole of the
      Building (including the Structure but excluding the Exclusively Occupiable
      Areas).




|2. | To
              keep clean tidy and properly lighted the Common Parts and at all times
              to
              keep the toilet accommodation which the Tenant is entitled to use in
              a
              clean and properly maintained state.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | To
              clean the outside of the windows in the Building when the Landlord
              (acting
              reasonably) considers it necessary.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | To
              maintain in good working order and repair and to renew where necessary
              the
              Conducting Media, all plant and machinery serving any heating or
              ventilation systems, the lifts and lift gear, electric lighting appliances
              and any fire alarm or security devices in the Common Parts but excluding
              nevertheless any which exclusively serve the Premises or the Exclusively
              Occupiable Areas.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | To
              pay all rates, taxes and other outgoings relating to those parts of
              the
              Building which are not the Exclusively Occupiable
              Areas.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | To
              maintain at all times an adequate supply of hot and cold water in the
              toilet accommodation situate in the Building and within the hours of
              6 am
              and 8 pm Monday to Friday to provide reasonable heat through the central
              heating apparatus so as adequately to heat the Premises and to provide
              reasonable air conditioning to those parts of the Building (including
              the
              Premises) where the Landlord considers it is appropriate to provide
              the
              same provided that the Landlord shall also provide such heating and
              air
              conditioning during such additional time or period as the Tenant shall
              require (it being agreed that in relation to the same the extra cost
              shall
              be met exclusively by the Tenant).
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | To
              provide such caretaking and reception and security services as the
              Landlord (acting reasonably) considers necessary for the benefit of
              the
              occupiers of the Building as a whole.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | To
              provide such carpets, curtains, furnishings, directory boards, floral
              decoration and plantingsto
              the Common Parts as the Landlord acting reasonably considers
              necessary.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | To
              keep clean, tidy and in good order and condition the car parks and
              landscaped areas around the Building.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------



|10. | To
              provide and affix within the car park serving the Building (including
              one
              at the entrance to the car park) such signs as the Landlord may reasonably
              consider necessary identifying the location of Private Car Parking
              Spaces
              and indicating the arrangements for the use thereof and the Landlord
              will
              take into account any reasonable representation made by the Tenant
              in this
              regard.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**L1585/02465/2675172
              v.4**




**THE
      FOURTH SCHEDULE**




1.  GUARANTEE




1.1
      In
      consideration of the Landlord giving its consent to the assignment of the Lease,
      the Guarantor covenants with the landlord and irrevocably and unconditionally
      guarantees to the Landlord that the rent and other sums due under the Lease
      will
      be duly and punctually paid, and that all the other obligations of the Tenant
      in
      the Lease will be duly performed and complied with, in either case whether
      during or after the end of the Term.




1.2
      The
      Guarantor agrees that if at any time the rent or other sums due under the Lease
      are not paid on their due date, or any of the other obligations of the Tenant
      in
      the Lease are not duly performed and complied with, it shall, on demand, pay
      such sum or perform or comply with such obligation.




**2.**  **PRINCIPAL
      DEBTOR**




As
      a
      separate and independent obligation the Guarantor agrees that if any sum or
      obligation expressed to be guaranteed under this schedule is not recoverable
      from or enforceable against the Guarantor on the basis of a guarantee (for
      whatever reason), the Guarantor shall be liable as sole or principal debtor
      in
      respect of such sum or obligation and which shall be paid, performed or complied
      with by the Guarantor on demand.




**3.**  **INDEMNITY**




As
      a
      separate and independent obligation the Guarantor agrees to indemnify the
      Landlord and keep the Landlord indemnified against any costs, loss, expense
      or
      liability resulting from:




3.1 the
      failure of the Tenant under the lease to duly and punctually to pay the rent
      and
      other sums due under the Lease or to perform and comply with its obligations
      in
      the Lease;




3.2 any
      of
      the obligations on the Tenant in the Lease being or becoming void, voidable
      or
      unenforceable by the Landlord against the Tenant or any other person who is
      liable;




3.3 the
      Lease
      (or the Tenant's obligations under it) being disclaimed;




3.4 the
      Lease
      being surrendered by a liquidator or trustee in bankruptcy of the Tenant, or
      becoming forfeited;




3.5
      the
      Tenant or any other person who is liable entering into any arrangement or
      composition with any of its creditors (whether or not such arrangement or
      composition binds or is expressed to bind the Landlord); or




3.6
      the
      Tenant (being a body corporate) ceasing to exist (whether or not capable of
      reconstitution or reinstatement), and to pay on demand to the Landlord the
      amount of such cost, loss, expense or liability, whether or not the Landlord
      has
      sought to enforce any rights against the Tenant or any other person who is
      liable.





**L1585/02465/2675172
              v.4**




**4.
      NO DISCHARGE OF GUARANTOR**




4.1
              
              4.2
              
              4.3
            Without
                prejudice to section 18(3) of the Landlord and Tenant (Covenants)
                Act 1995
                (Effect ofvariations on guarantors), the Guarantor's liability under this clause
                will remain in full forceand
                effect and will not be released, nor will the rights of the Landlord
                be
                prejudiced or affectedby
                any of the following:
              
              any
                time, indulgence or concession granted by the Landlord to the Tenant
                or to
                any other person who is liable;
              
              the
                Landlord dealing with, exchanging, varying or failing to perfect
                or
                enforce any of its rights or remedies against the Tenant or any other
                person who is liable;
              
              the
                existence of or dealing with, varying or failing to perfect or enforce
                any
                other rights of security which the Landlord may have or acquire against
                the Tenant or any other person who is liable in respect of its obligations
                under the Lease;









4.4
      any
      variation of, addition to or reduction from, the terms of the Lease whether
      or
      not the same is substantial or confers only a personal right or obligation
      provided the same is not prejudicial to the Guarantor;




4.5
      any
      non-acceptance of the rent or other sums due from the Tenant under the Lease,
      in
      circumstances where the Landlord has reasonable cause to suspect a breach of
      its
      obligations in the Lease;




4.6 the
      occurrence of any of the events set out in clause 14 of the Lease
      (Forfeiture);




4.7 a
      surrender of part of the Premises, except that the Guarantor will have no
      liability in relation to the surrendered part in respect of any period after
      the
      date of the surrender;




4.8 any
      incapacity, disability or change in the constitution, status or name of the
      Tenant or the Landlord;




4.9 any
      amalgamation, merger or reconstruction by the Landlord with any other person
      or
      the acquisition of the whole or any part of its assets or undertaking by any
      other person;




4.10
      any
      voluntary arrangement entered into by the Tenant or any other person who is
      liable with all or any of its creditors (whether or not such arrangement binds
      or is expressed to bind the Landlord);




4.11
      any
      other act or thing by virtue of which, but for this provision, the Guarantor
      would have been released or discharged from its obligations under this clause,
      or the rights of the Landlord would have been prejudiced or affected, other
      than
      a release by deed, entered into by the Landlord, in accordance with the terms
      of
      such deed,




and
      the
      parties acknowledge that each of the matters listed above is separate and
      independent and is not to be interpreted in the light of any other.





**L1585/02465/2675172
              v.4**




**5.**  **WAIVER
      BY GUARANTOR OF ITS RIGHTS**




5.1
      Until
      all the liabilities expressed to be guaranteed by the Guarantor under this
      clause have been paid, discharged or satisfied irrevocably and in full, the
      Guarantor agrees not, without the consent of the Landlord, to:




5.1.1  exercise
      any of its rights in respect of the liabilities expressed to be guaranteed
      under
      this clause against the Tenant or any other person who is liable;




5.1.2
      demand or accept any security from the Tenant or any other person who is liable
      in respect of the obligations of the Guarantor under this clause or in respect
      of any indebtedness
      due to the Guarantor from the Tenant or any other person is liable, and
      any security
      received by the Guarantor in breach of the above or any such security held
      by
      the Guarantor at the date of this deed shall be held by the Guarantor on trust
      for the Landlord and delivered to the Landlord on demand;




5.1.3  claim
      any
      legal or equitable set-off or counterclaim against the Tenant or any other
      person who is liable; or




5.1.4
      claim or prove in competition with the Landlord in the liquidation or bankruptcy
      or in any administration or receivership of the Tenant or any other person
      who
      is liable, or have the benefit of or share in any payment or distribution from
      or composition or arrangement with the Tenant or any other person who is liable,
      and any money or other property received by the Guarantor in breach of this
      provision shall be held by the Guarantor on trust for the Landlord and delivered
      to the Landlord on demand.




5.2  The
      obligations of the Guarantor may be enforced by the Landlord against the
      guarantor:




5.2.1
      at
      its discretion and without first enforcing or seeking to enforce its rights
      against the Tenant or any other person who is liable or exercising its rights
      under any other security or resorting to any other means of payment;
      and




5.2.2  as
      primary obligations and not merely as obligations of a surety.




**6.**  **PAYMENTS
      IN GROSS**




All
      dividends, compositions and moneys received by the Landlord from the Tenant
      or
      any other person which are capable of being applied by the Landlord in
      satisfaction of the liabilities expressed to be guaranteed under this clause,
      wi11 be regarded for all purposes as payments in gross, and will not prejudice
      the right of the Landlord to recover from the Guarantor the ultimate balance
      which, after receipt of such dividends, compositions and moneys, may remain
      owing or expressed to be owing to the Landlord.




**7.**  **GUARANTOR
      TO TAKE A NEW LEASE** 7.1 In
      this
      schedule a **"Relevant
      Event"** is:




7.1.1  the
      surrender or disclaimer of the Lease, or the Tenant's obligations under it
      by a
      liquidator or trustee in bankruptcy of the Tenant;





**L1585/02465/2675172
              v.4**




7.1.2  the
      disclaimer of the Lease after it has become bona vacantia;




7.1.3  the
      forfeiture of the Lease; or




7.1.4
            
            the
                Tenant (being a body corporate) ceasing to exist (whether or not
                capable
                of being




reconstituted
      or reinstated).




7.2
      If a
      Relevant Event occurs the Guarantor agrees, at the request of the Landlord
      made
      within nine months following the Landlord having notice of the Relevant Event,
      to take a new lease of the Premises from the Landlord.




7.3  Such
      new
      lease shall:




7.3.1
      be
      for a term commencing on the date of the Relevant Event and be equal to the
      unexpired residue of the term of years granted by the Lease (or the residue
      which would be unexpired but for the Relevant Event) as at the date of the
      Relevant Event;




7.3.2
            
            reserve
                a rent equal to the rent reserved by the Lease immediately before
                the
                Relevant




Event
      and
      otherwise be on the same terms as the Lease (other than this clause);
      and




7.3.3  take
      effect from the date of the Relevant Event.




7.4
            
            The
                new lease will take effect subject to the Lease, if and to the extent
                that
                it is still




subsisting,
      and subject to any Lease or other interest created or permitted by the
      Tenant.




7.5
      The
      Guarantor shall pay the Landlord's reasonable and proper costs in connection
      with the grant of such new lease and shall execute, deliver and pay the stamp
      duty on a counterpart of it to the Landlord.




7.6
      If
      the Landlord does not require the Guarantor to take a new lease of the Premises,
      the Guarantor shall nevertheless pay on demand to the Landlord a sum equal
      to
      the rent and other sums due under the Lease which would have been payable but
      for the Relevant Event in respect of the period from the date of the Relevant
      Event until nine months after it or, if sooner, the date the Premises are
      re-let.




**8.
      SUPPLEMENTARY PROVISIONS**




8.1
            
            In
                this schedule a reference to "this schedule" is a reference to the
                whole
                of this Fourth




schedule.




8.2
            
            This
                guarantee and indemnity is in addition to any other security or any
                other
                right or




remedy
      held by or available to the Landlord from time to time.




8.3
      As
      and when called upon to do so by either the Landlord or the Tenant, the
      Guarantor shall enter into any Supplemental Document (by deed if required)
      for
      the purpose of consenting to the Tenant entering into such Supplemental Document
      and confirming that, subject only to section 18(3) of the Landlord and Tenant
      (Covenants) Act 1995 (Effect of variations on guarantors), all the obligations
      of the Guarantor will remain in full force and effect in respect of the
      Lease.





**L1585/02465/2675172
              v.4**




8.4
      The
      Guarantor agrees to pay to the Landlord on demand, and on an indemnity basis,
      all legal and other costs and charges which may be properly payable by the
      Landlord in relation to the enforcement of the Guarantor's obligations in this
      clause.




8.5
      The
      Guarantor agrees to pay interest on each amount demanded of it under this
      clause, at the Default Interest Rate until payment (both before and after any
      judgement), except that where
      the
      sum demanded from the Guarantor is interest due from the Tenant at that rate
      and is paid
      by the Guarantor immediately on demand, the Guarantor will not be liable to
      pay
      further interest on that sum.




8.6
      Each
      of the provisions of this clause is distinct and severable from the others,
      and
      if at any time one or more such provisions is or becomes illegal, invalid or
      unenforceable (either wholly
      or
      to any extent), the validity, legality and enforceability of the remaining
      provisions (or the
      same provision to any other extent) will not be affected or
      impaired.




8.7
            
            The
                rights of the Landlord under this clause will enure for the benefit
                of the
                Landlord and




its
      successors in title without any need for any express assignment of
      them.




8.8  The
      parties confirm that before this Lease was entered into:




8.8.1
      A
      notice complying with Schedule 1 to the Regulatory Reform (Business Tenancies)
      (England and Wales) Order 2003 which relates to the tenancy to be entered into
      by the Guarantor pursuant to paragraph 7 of this Fourth schedule was served
      by
      the Landlord




on
      the
      Guarantor on zo  t  2oOS




8.8.2  A
      statutory declaration dated 2 \ S
      complying with paragraph 8 of


Schedule
      2 to that Order was made by N (PO'Crtt tom! ,
      who the Guarantor confirms was duly authorised by the Guarantor to make the
      statutory declaration on its behalf.




8.8.3
      The
      parties agree and declare that the provisions of section 24 to 28 (inclusive)
      of
      the Landlord and Tenant Act 1954 shall not apply to any tenancy entered into
      by
      the Guarantor pursuant to paragraph 7 of this Fourth schedule.




Executed
      as a Deed by LIVERPOOL  )
      VICTORIA FRIENDLY SOCIETY LIMITED )


acting
      by:  )