exh103.htm


    Exhibit
      10.3

     

    SUMMARY
      OF DOCUMENTS

     

    The
      purposes of this document is to provide a description and summary of the
      agreements, all in the Portuguese language, regarding the premises currently
      used by Chipidea (defined below) in Lisbon, and it does not purport to
      substitute the actual agreements identified below but merely to provide a
      summary of those documents and a description of the situation underlying
      Chipidea’s premises in Lisbon as reflected by the agreements. 

     

    The
      terms
      defined herein shall have the same meaning throughout the document unless
      expressed otherwise.

     

    
      This
        summary describes four agreements, and the addenda to two of these agreements,
        in order to describe the basis under which Chipidea has the right to lease
        and
        to acquire the property for its headquarters facility in Lisbon, Portugal
        and to
        conduct a sale and lease back of such property.  The four agreements,
        and addenda to two of these agreements, to which Chipidea is a party are
        described in sections 1.2.1, 1.2.2, 1.2.3, 1.2.4, 1.2.5 and 1.2.6 of this
        summary.

    

     

    1.1.  SUMMARY
      OF SITUATION UNDERLYING THE PREMISES

     

    Basically
      the summary of the situation resultant from the agreements summarised below
      is
      the following:

     

    Tagusparque,
      the owner of Plot 21, and BCP, on November 5, 2004, executed a use and
      construction right agreement of Plot 21 with the purposes of BCP, in turn,
      executing with Chipidea a financial real estate lease in respect of that same
      plot, with the objective of BCP granting Chipidea the required funding for
      the
      acquisition of the use and construction right and building works of the premises
      in Plot 21.

     

    This
      financial real estate lease agreement between Chipidea and BCP was executed
      on
      November 5, 2006.

     

    On
      July
      12, 2006, on the basis that it would exercise the option to acquire Plot 21
      and
      the building built on the Plot, in result of the financial real estate lease
      agreement executed with BCP, Chipidea executed with Fundimo a promissory sale
      and purchase agreement for Plot 21, and correspondent buildings, through which
      Fundimo would acquire Plot 21 and the building on it.

     

    In
      turn,
      both entities (Fundimo and Chipidea) also executed, on that same date,
      promissory real estate lease agreement with the purposes of Fundimo leasing
      to
      Chipidea the building in Plot 21 once it had acquired its property, through
      the
      execution of the definitive sale and purchase agreement for Plot 21 with
      Chipidea.

     


    
      
        
        

      

      
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    1.2.  AGREEMENTS

     

    1.2.1.  Granting
      of a use and construction right

     

    The
      granting of the use and construction right over Plot 21 (as defined below)
      is
      made up of a Public Deed grating the use and construction right, which includes
      as attachments, the clauses that regulate the terms and conditions of that
      right
      and the TagusPark - Parque de Ciência e Tecnologia de Lisboa
      Regulation.

     

    1.2.1.1.  Parties,
      scope and date of execution of the agreement

     

    The
      agreement has taken the form of a public deed, through which the use and
      construction right over a construction plot with the area of 7110m2, in
      Barcarena, in Parque de Ciência e Tecnologia de Oeiras, Taguspark, in the parish
      of Barcarena, Municipality of Oeiras, Portugal, registered in the Tax Department
      under article 3.206, and registered within the Real Estate Department of
      Barcarena under number 2188 (“Plot 21”), was granted by
      Tagusparque - Sociedade de Promoção e Desenvolvimento do Parque de Ciência e
      Tecnologia da Área de Lisboa (“Tagusparque”) to Banco Comercial
      Português, S.A. (“BCP”), on November 5, 2004.

     

    The
      use
      and construction right includes a “ad aedificandum” meaning that it includes the
      right of construction and of maintenance of the resulting constructions - in
      the
      total area of 2.659m2 above soil.

     

    The
      use
      and construction right shall be given in financial real estate lease to Chipidea
      - Microelectrónica, S.A. (“Chipidea”) for the development of
      the activities included within Chipidea’s corporate object.

     

    1.2.1.2.  Term

     

    The
      duration of the agreement is 50 years since November 5, 2004.

     

    With
      the
      termination of the agreement Tagusparque will acquire the property over any
      real
      estate included in the Plot 21, not owing or having to pay any compensation
      in
      that respect.

     

    
      
        
        

      

      
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    Within
      15
      years from the date of execution of the agreement, BCP or any entity that holds
      the use and construction right may acquire the property of the land of Plot
      21
      as long as all the following conditions are met:

     

    -
      this
      faculty is exercised within 12 months immediately following the term of the
      indicated period;

     

    -
      at the
      date of exercise of the right of acquisition the use and construction right
      is
      still in effect;

     

    -
      within
      the sale and purchase agreement Tagusparque is granted a right of first refusal
      in the sale of the real estate constructed in Plot 21, being this right of
      first
      refusal extended to all future acquisitions, and registered within all
      acquisition titles;

     

    -
      the
      price of the property of the land, free from any encumbrances, is € 236.817 (on
      an updated basis), entirely paid-up on the date of the sale and purchase
      deed.

     

    1.2.1.3.  Price

     

    The
      price
      is € 947.269, paid on the execution of the agreement.

     

    1.2.1.4.  Right
      of first refusal

     

    Tagusparque
      has a right of first refusal in the sale of the use and construction right
      over
      Plot 21.

     

    1.2.1.5.  Termination
      of the agreement

     

    The
      agreement may be terminated if: (i) the administrative license of construction
      in reference to Plot 21 is not filed within a delay of 3 months from the date
      of
      execution of the agreement and the respective construction initiated within
      a
      delay of 1 year from the date in which the licensing act is notified to the
      entity requesting it; or (ii) an area equivalent to 40% of the total area of
      construction approved and licensed by Tagusparque, has not been concluded within
      a delay of 2 years from the date of beginning of its construction, except if
      the
      delay is not due to BCP or the lessee.

     

    Terminating
      the agreement in result of any of the above-described situations shall imply
      that Tagusparque acquires the property of the existent real estate, as well
      as
      construction projects, not having BCP or any other entity that validly owns
      the
      use and construction right any compensation right. In this situation,
      Tagusparque is obliged to return to BCP, or any entity which occupies its
      contractual position in this agreement, the part of the price it has received
      correspondent to the period of time remaining until the term of the
      agreement.

     

    It
      is also a cause to terminate the use and
      construction right the non-usage of the constructions for more than 2
      consecutive years. In this case, Tagusparque shall acquire the property over
      the
      existent real estate but shall have to pay BCP or any other entity that validly
      occupies the position of holder of the use and construction right, the value
      of
      the real estate, calculated under a pre-determined formula, together with part
      of the price of the use and construction right that it received from BCP
      correspondent to the period of time remaining until the term of the
      agreement.

     


    
      
        
        

      

      
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    1.2.1.6.  Transfer
      of the use and construction right

     

    BCP
      may
      only transfer the use and construction right over Plot 21 to entities with
      activities as described in the successive regulations of Taguspark, and as
      long
      as previously authorised, in writing, by Tagusparque.

     

    Tagusparque
      has a right of first refusal in the sale of the use and construction right
      over
      Plot 21, including in relation to the sale of any resulting constructions
      included in that Plot.

     

    BCP
      has a
      right of first refusal for the acquisition of the property of the Plot in
      respect of which the use and construction right was granted.

     

    1.2.1.7.  Arbitration

     

    Any
      issue
      resultant from the interpretation or execution of the present agreement which
      are not settled by agreement between the Parties shall be solved through an
      arbitrage made up of 3 arbitrators.

     

    1.2.2.  Financial
      real estate lease agreement number 450001065

     

    1.2.2.1.  Parties,
      scope and date of execution of the agreement

     

    This
      agreement was executed between BCP, as lessor, and Chipidea, as lessee, on
      November 5, 2004, and has the purposes of granting the financial lease by BCP
      to
      Chipidea over the real estate to be
      constructed in Plot 21, having BCP acquired the use and construction right
      of
      Plot 21 for that purposes and at the request of Chipidea.

     

    The
      purposes of the real estate object of the present agreement is the objective
      for
      which its construction and use are licensed.

     

    1.2.2.2.  Term

     

    The
      duration of the agreement is 15 years since November 5, 2004.

     

    1.2.2.3.  Rents

     

    The
      total
      value of the funding is € 4.999.269, and corresponds to: (i) price of the
      acquisition of the use and construction right over Plot 21; (ii) IMT (real
      estate transfer tax); (iii) the financing of the construction.

     

    The
      total
      number of rents is 180, paid on a monthly basis. The first rent is of €
7.097,04, the 2nd rent until the 18th are of € 3.623,58, and the 19th rent until
      the 180th rent are of € 7.603,20. V.A.T. is due over the rents at the applicable
      rate.

     

    The
      first
      rent is due on the date of execution of the agreement and the following rents
      on
      the first day of each month, beginning on December 1, 2004.

     

    The
      residual value corresponds to 5% of the total financed value (plus
      V.A.T.).

     

    1.2.2.4.  Reference
      and interest rate

     

    The
      applicable index is EURIBOR (monthly).

     

    The
      nominal interest rate applicable to the agreement corresponds to the applicable
      index plus spread of 2.500%, rounded up to the 0.125 percentage point
      immediately above. The first determination of the index shall take place on
      the
      date in which the first rent is due. The period for the determination of the
      interest shall correspond to the period between the dates in which 2 successive
      rents are due.

    

    

    
      
        
        

      

      
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      1.2.2.5.  Coordinators
        of the construction works

       

      NORGESP
        -
        Gestão de Projectos e Controlo de Custos, Lda.

    

     

    CONSULGAL
      - Consultores de Engenharia e Gestão, S.A.

     

    The
      verification of the conclusion of the constructions works according to the
      execution projects, inexistence of defaults in the construction and that the
      construction complies with the purposes for which it was built shall be
      certified by a reception extract, signed by the lessee, and the building
      companies indicated in the agreement. The non-execution of such a reception
      extract is evidence that the works have not been completed under the agreed
      terms.

     

    Within
      the maximum delay of 6 months following the execution of a reception extract
      the
      lessee has to obtain the correspondent administrative use license for the real
      estate. Any construction defaults have to be corrected by the lessee within
      the
      maximum delay of 1 year following the reception extract.

     

    1.2.2.6.  Insurance

     

    During
      construction phase an insurance for the patrimonial value of the construction
      plot in the amount of € 4.052.000 is required, whilst after this phase, a civil
      liability insurance in the amount of € 250.000, and an insurance for the
      patrimonial value of all constructions in the amount of € 4.400.000 is
      required.

     

    1.2.2.7.  Use
      and construction right over Plot 21

     

    Chipidea
      expressly declares that it accepts the use and construction right over the
      Plot
      21 granted by Tagusparque, and to comply with all obligations resultant from
      that right and the Taguspark Regulation. Consequently, the breach or resolution
      of the use and construction right over Plot 21 for reasons not directly
      attributable to the lessor confer to it the right to terminate the present
      agreement, and to demand the immediate payment of all the debt, including due
      and undue rents (since the last rent paid by the lessee), amongst other
      matters.

     

    1.2.2.8.  Transfer
      of the contractual position and sub-lease

     

    The
      transfer of the contractual position of the lessee or the temporary transfer
      of
      use of the leased real estate depends on prior and express authorisation of
      the
      lessor.

     

    Any
      sub-lease shall terminate automatically on the date in which this agreement
      terminates, whatever the motive.

     


    
      
        
        

      

      
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    Breach
      of
      the agreement

     

    The
      lessor may terminate the agreement should during the construction works in
      case
      of an administrative or judicial temporary injunction that determines the
      definitive impossibility of construction or, even if it does not determine
      the
      definitive impossibility of construction, the lessor does not put an end to
      such
      a temporary injunction in the delay and in substance to be determined according
      to reasonable criteria of the lessor, or, if the administrative use license
      is
      not issued once the conclusion of the construction works have been concluded,
      or
      insolvency, winding-up and liquidation conditions of the lessee are verified,
      or
      legal judicial proceedings for the recovery, execution or a temporary injunction
      against the lessee is pending within which a seizure, freezing-order or any
      other encumbrance is caused over the leased property.

     

    The
      lessor may terminate the agreement in case of breach of any of the obligations
      of the lessee, amongst other.

     

    1.2.2.9.  Ownership

     

    The
      lessor may consider definitely breached the present agreement if Mr. José de
      Albuquerque Epifânio da França, Mr. Carlos Mexia de Almeida de Azeredo Leme and
      João Paulo Calado Cordeiro Vital in any form decrease their ownership of the
      share capital of Chipidea in an aggregate percentage of 25%, whatever the motive
      for such a situation.

     

    1.2.2.10.  Acquisition
      option

     

    At
      the
      term of the financial real estate lease the lessee may acquire the leased real
      estate against the payment of a residual value on the condition that no amounts
      are due to the lessor.

     

    The
      exercise of the option has to be notified to the lessor within a delay of 90
      days prior to the date in which the last rent is due.

     

    The
      lessee may exercise the acquisition option of the real estate prior to the
      term
      of the agreement on the condition that no amounts are due to the lessor and
      that
      intention is notified to the lessor within a prior delay of 90 days. In this
      case the price of the transfer shall be equivalent to the owed capital (rents
      still not due and the residual value), plus a commission of 5% of that
      value.

     


    
      
        
        

      

      
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    Should
      the acquisition option not be exercised the lessee must return the real estate
      to the lessor within the maximum delay of 15 days after the term of the
      financial real estate lease, with no encumbrances and free of persons and
      assets.

     

    1.2.2.11.  Forum

     

    To
      decide
      any issue resultant from the present agreement the court of Porto, Lisbon and
      of
      territorially competence due to the location of the real estate are competent,
      as decided by the lessor.

     

    1.2.3.  Addendum
      to the financial real estate lease agreement number 450001065

     

    An
      addendum to the financial real estate lease agreement number 45000165 was
      executed between Chipidea and BCP on May 4, 2007 with the purposes of changing
      the delay of the financial real estate lease to 33 months, having the agreement
      its term on July 5, 2007, with the residual value being owed on that
      date.

     

    1.2.4.  Promissory
      sale and purchase agreement and acknowledgment of initial
      payment

     

    1.2.4.1.  Parties,
      scope and date of execution of the agreement

     

    A
      promissory sale and purchase agreement of Plot 21, and respective edification,
      free of any charges and encumbrances, was executed on July 12, 2006 between
      Chipidea, as promissory seller, and Fundo de Investimento Fundimo, represented
      by Fundimo - Sociedade Gestora de Fundos de Investimento Imobiliário, S.A.
      (“Fundimo”), as promissory acquirer.

     

    1.2.4.2.  Price

     

    The
      price
      for the sale and acquisition is € 6.500.000, plus V.A.T. at the applicable rate,
      paid under the following terms:

     

    -
€
      1.625.000 on the date of execution of the payment and as initial payment of
      the
      price (which shall follow the legal framework established for this form of
      payment);

     

    -
      the
      remaining part of the price, i.e. € 4.875.000, on the date of execution of the
      Public Deed executing the present promissory sale and purchase
      agreement.

     

    The
      value
      correspondent to the V.A.T. of € 1.365.000 shall be paid until 120 days after
      the execution of the Public Deed.

     


    
      
        
        

      

      
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    1.2.4.3.  Lease
      of the real estate

     

    Chipidea
      takes up the obligation of executing with Fundimo a real estate lease agreement
      for Plot 21 which constitutes an essential condition for the execution of this
      agreement.

     

    1.2.4.4.  Public
      Deed

     

    The
      Public Deed shall be executed until January 1, 2007, agreeing the parties that
      a
      sole extension of this agreement in 40 days on the sole basis that Chipidea
      has
      not obtained all the necessary documentation for the execution of the Public
      Deed. Should such an extension take place, Chipidea shall continue to pay,
      on a
      monthly basis, the amount it is obliged to pay under the terms of this
      agreement. Should the Public Deed not be executed due to Chipidea, Fundimo
      may
      cease to have interest in the transaction and terminate the agreement, with
      all
      legal consequences, including the right to receive2 times the initial
      payment.

     

    1.2.4.5.  Breach

     

    In
      case
      of breach of this agreement article 442 of the Portuguese Civil Code is
      applicable or, in alternative, dependent on the choice of the non-defaulting
      party, article 830 of the Portuguese Civil Code.

     

    1.2.4.6.  Forum

     

    To
      decide
      any issue resultant from the present agreement the court of Lisbon.

     

    1.2.5.  Addendum
      to the promissory sale and purchase agreement and acknowledgment of initial
      payment

     

    An
      addendum to the promissory sale and purchase agreement and acknowledgment of
      initial payment was executed on March 16, 2007, between Chipidea and Fundimo,
      with the objective of extending this agreement until May 31, 2007, only and
      solely in the case Chipidea has not yet all the required documentation for
      the
      execution of the Public Deed. The basis for this extension is that Chipidea
      has
      not yet obtained the administrative use license for the real estate, requirement
      for the execution of the sale and purchase agreement.

     

    1.2.6.  Promissory
      real estate lease agreement (for non-residential
      purposes)

     

    1.2.6.1.  Parties,
      scope and date of execution of the agreement

     

    A
      promissory lease agreement (for non-residential purposes) has been entered
      into
      by Chipidea, as promissory lessee, and Fundimo, as promissory lessor, for the
      lease of Plot 21, and respective edification, on the basis of the execution
      of
      the promissory sale and purchase agreement of that same plot by the parties,
      on
      July 12, 2007.

     

    1.2.6.2.  Term

     

    The
      term
      of the lease agreement is 10 years from July 12, 2006, successively renewed
      for
      periods of 5 years.

     

    Should
      Chipidea or Fundimo not intend on renovating the agreement it has to inform
      Fundimo accordingly, with a delay of 180 days in relation to the applicable
      term.

     

    

      
        
          
          

        

        
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    1.2.6.3.  Object
      of the lease

     

    The
      leased property is to be used as the offices and parking of
      Chipidea.

     

    1.2.6.4.  Transfer
      or sub-lease

     

    The
      transfer or sub-lease of the property is only allowed by prior agreement of
      the
      parties.

     

    1.2.6.5.  Rents

     

    The
      value
      of the monthly rent is 39.000.000, plus V.A.T., but until the execution of
      the
      Public Deed for the acquisition of Plot 21 and respective edification the rent
      shall be correspondent to the initial payment paid by Fundimo to Chipidea,
      under
      the promissory sale and purchase agreement (i.e. being, therefore, on the basis
      of the initial price corresponding to 25% of the price of the sale and purchase
      agreement, the value of the rents, in these conditions, of € 9.750, plus
      V.A.T.).

     

    The
      rents  are paid on the first business day of the month before that to
      which it refers.

     

    With
      the
      payment of the current agreement, Chipidea shall pay the rents referent to
      July
      and August of 2006, and between 1 and 8 of August, it shall pay the rent
      correspondent to the month of September 2006.

     

    The
      rents
      shall be updated from August 1, 2007.

     

    1.2.6.6.  Works

     

    Chipidea
      may not execute any works without the prior written authorisation of Fundimo
      and
      any works executed shall be incorporated in the real estate and Chipidea may
      not
      claim any compensation for those works. Chipidea is allowed to execute
      adaptation works of the building so as to better adapt it to its activities
      though it is forbidden of executing works that may affect the security and
      stability of the building. Any legal, administrative, municipality and tax
      proceedings referent to these adaptation works are exclusively of the
      responsibility of Chipidea from the date of execution of the present
      agreement.

     

    1.2.6.7.  Maintenance

     

    Chipidea
      is obliged to maintain the building in good maintenance, amongst others, though
      it of the responsibility of Fundimo expenses referent to repair works in the
      structural elements of the building.

     

    1.2.6.8.  Insurance

     

    From
      the
      date of execution of the present agreement Chipidea has to insure all equipment
      and other assets in the building, which constitute a part thereof through a
      multi-risk insurance.

     

     

    

      
        
          
          

        

        
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    1.2.6.9.  Bank
      guarantee

     

    A
      bank
      guarantee on first demand will be given by Chipidea to Fundimo, in the value
      of
€ 70.785, correspondent to 6 months rent, to guarantee the timely and complete
      execution of its obligations during the period in which the agreement is in
      force.

     

    Chipidea
      took up the obligation of substituting the bank guarantee within a delay of
      6
      months following the execution of the agreement or in the date of execution
      of
      the definitive agreement, depending on which occurs first, by another guarantee
      in the amount of € 566.280, correspondent to 12 months rent, plus V.A.T., also
      aimed at guaranteeing the complete and timely execution of its obligations
      during the period in which the agreement is in force.

     

    1.2.6.10.  Conversion
      of the agreement

     

    This
      agreement shall automatically convert into a real estate lease agreement with
      the execution of the Public Deed for the sale and acquisition of Plot
      21.

     

    1.2.6.11.  Forum

     

    To
      decide
      any issue resultant from the present agreement the court of Oeiras is
      competent.

     

     

    Lisbon,
      14 November 2007

     

     

    *
      * *

     


    
      
        
        

      

      
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