Exhibit 10.56


 





 


AGREEMENT
dated 12th July 2004


 


	
  Parties

  	
   

  	
  Riverdale
  Estates Ltd (“The Landlord”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vidus Ltd
  (“The Tenant”)

  
	
   

  	
   

  	
  Felaw
  Maltings (North Building)

  
	
   

  	
   

  	
  48 Felaw
  Street

  
	
   

  	
   

  	
  Ipswich

  
	
   

  	
   

  	
  Suffolk

  
	
   

  	
   

  	
  IP2 8HE

  
	
   

  	
   

  	
   

  
	
  Property

  	
   

  	
  The dwelling
  house situated at and being :-

  
	
   

  	
   

  	
  12 St
  Nicholas Court

  Friars Street

  
	
   

  	
   

  	
  Ipswich

  
	
   

  	
   

  	
  Suffolk

  
	
   

  	
   

  	
  IP1 1TG

  



 


Together with the Fixtures,
Furniture and Effects therein and more particularly specified in the Inventory
signed by the parties.


 


	
  Term

  	
   

  	
  A term
  certain of 12 months from the 12th day of July 2004

  
	
   

  	
   

  	
   

  
	
  Rent

  	
   

  	
  £1725.00
  incl VAT (@17.5%)(nevertheless as hereinafter provided) for every calendar
  month.

  
	
   

  	
   

  	
   

  
	
  Payable

  	
   

  	
  in advance
  by equal calendar monthly payments on the 12th day of every month during the
  term of the lease.

  



 


Terms & Conditions


 


1.                                       The
Landlord lets and the Tenant takes the property for the Term at the Rent
payable as above.


 


2.                                       This
Agreement creates an assured shorthold tenancy with in Part 1 Chapter II of the
Housing Act 1988 and the provisions for the recovery of possession by the
Landlord in Section 21 thereof apply accordingly, save where the Landlord
serves a notice under paragraph 2 of Schedule 2A of that Act.


 


3.                                       Where
the context admits :-


 


a)                                      “The
Landlord” includes the persons for the time being entitled in reversion
expectant on the tenancy on the tenancy


 


b)                                     “The
Tenant” includes the persons deriving title under the Tenant


 


1


 


Residential Lettings & Property
Management


3 Wherry Lane, Ipswich, Suffolk IP4 1LG


Telephone: 01473 217600  Fax: 01473 287408


 


www.riverdaleestates.co.uk


 


Registered Office: Saxtead Bottom Farm,
Saxtead Suffolk IP13 9QS


Company Registration in England, Number 3280625


 





















 


c)                                      in
this Agreement for all covenants made by the Tenant the masculine shall be
deemed include the feminine


 


d)                                     references
to the Property include references to any part or parts of the Property and to
the Fixtures, Furniture and Effects or any part of them.


 


4.                                      THE
TENANTS COVENANTS


 


The Tenant agrees with the Landlord:-


 


(1)                                  To
pay the Rent in advance by equal monthly payments on the 12th day of each month
the due date without deduction and by the method specified to the Tenant in
writing by the Landlord, whether such Rent be formally demanded or not. The
first payment of Rent is to be made on 12th July 2004.


 


(2)                                  To
pay the Deposit of £2000.00 to Riverdale Estates Ltd on the signing of this
Agreement. The Deposit is to be held by the Landlord as security towards the
Tenants liability for the due performance of his covenants. The Deposit is not
repayable until after possession has been given up to the Landlord and until
after the Landlord has had a reasonable opportunity to inspect the Premises and
quantify the deductions, if any, to be made therefrom (such period not to
exceed 6 weeks). The balance will be sent to the Tenants forwarding address.


 


(3)                                  Not
to set off against the rent the Deposit referred to herein.


 


(4)                                  To
pay for any and all the electric power supplied to the Premises during the
tenancy and to pay all charges for the use of any telephone and cable services
at the Premises during the Tenancy. Where necessary, the sums demanded by the
service provider will be apportioned according to the duration of the tenancy.
The sums covered by this clause include standing charges or other similar
charges and Value Added Tax as well as any charges, which may be made for
actual consumption.


 


(5)                                  Not
to change any of the service providers without the written consent of the
Landlord.


 


(6)                                  Should
the Tenant have hired a television receiver video equipment cable equipment or
similar he will arrange for its return to the hirer at the end of the Tenancy.


 


(7)                                  To
make good all damage occasioned to the Premises or to any part of the Building
through any breach of the obligations set out in clause 4(14) hereof or through
any improper use by or the negligence of the Tenant, or the servants, or agents
for the Tenant, or any person for the time being in or using the Premises or
through the stopping up, overflowing or leakage of any of the said taps, baths,
washbasins, WCs, sinks, cisterns, heaters, pipes, fittings or apparatus due to
the negligence of the Tenant or any such persons as aforesaid PROVIDED THAT
this subclause shall not impose any liability upon the tenant which is cast
upon the Landlord by Section 11 of the Landlord and Tenant Act 1985 as amended
by Section 116 of the Housing Act 1988 and the Gas Safety (Installation and
Use) Regulations 1994 as amended.


 


(8)                                  Subject
to the provision for approval referred to in clause 2(41) hereof in respect of
the decoration of the Premises to hold in the same repair order and condition
as specified in the said Inventory (fair wear and tear and damage by the
Insured Risks only expected) the interior of the premises together with glass and
fixtures and fittings of the Premises and all the contents.


 


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(9)                                  Ensure
all electrical gas and other appliances are kept in good working order and to
pay for the immediate replacement of any parts, which have become defective
through negligence or ill treatment by the Tenant or any invitee of the Tenant
and to replace all light bulbs batteries and electrical fuses, which become
defective.


 


(10)                            Subject
to the Landlords obligations in clause 7(1) hereof to keep the furniture and
effects specified in the Inventory or forming part of the contents together
with the interior of the Premises clean and in the same repair order and
preservation as at the commencement of the tenancy (fair wear and tear and Damage
by the Insured Risks only excepted) and so far as possible forthwith to replace
with articles of the same sort and equal value such as may be lost, broken or
destroyed or to compensate the Landlord in damages for any omission to replace
as aforesaid and to repair and make good such articles as may be damaged
(except as aforesaid) and not to permit or suffer any of the said furniture or
any substituted furniture or effects to be removed from the Premises otherwise
than for necessary repairs (whereupon written notice thereof shall be given to
the Landlord) without the consent of the Landlord


 


(11)                            Subject
to the Landlords obligations in clause 7 hereto ensure that all taps, baths,
wash basins, WCs, cisterns, domestic water heaters and internal pipes together with
drains gullies downpipes and gutters in or connected with the Premises are kept
clean and open and not to damage the pipes wires conduct fittings or appliances
within or exclusively serving the premises.


 


(12)                            To
give the Landlord written notice of any damage destruction loss or happening to
the Premises or the contents howsoever caused immediately it comes to the
attention of the Tenant.


 


(13)                            In the
event that the Landlord gives to the Tenants written notice of any failure to
carry out any repairs which are the obligation of the Tenant under this
Agreement the Tenant agrees to carry out such repairs within one month of
receiving such notice or immediately in the case of an emergency failing which
the Landlord or his agents and workmen shall be entitled to enter the Premises
to perform the said works the cost of which will be paid by the Tenant to the
Landlord upon demand.


 


(14)                            At the
determination of the Tenancy to ensure that all linen (if any) is freshly
laundered and to have professionally cleaned all counterpanes blankets duvets
carpets upholstery curtains and other articles set out in the Inventory or
articles substituted for the same which shall be shown by the reference to the
Inventory to have been soiled during the Tenancy but in any event to have the
carpets professionally cleaned at least once in every twelve months throughout
the Tenancy.


 


(15)                            To
give notice to the Landlord or proper sanitary authority in the event of
disinfection or fumigation being required in consequence of the occurrence of
any infectious or contagious illness or infestation of rats mice fleas insects
and the like on the Premises and to bear the cost of any remedial action taken
and further to pay for the cost of redecoration when necessary and replace or
pay for the replacement of any articles which require to be destroyed on
account of such infection infestation or contagion.


 


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(16)                            To
indemnify and hold harmless the Landlord against all costs and expenses
howsoever arising from any breach on the part of the Tenant of the Agreement.


 


(17)                            To
keep clean all panes or glass whether in doors, windows or roof-lights and to
replace such of them as may be or become damaged or broken for whatever reason
(damage caused by accidental fire excepted).


 


(18)                            To
place all refuse in refuse in a proper receptacle and to ensure that rubbish is
regularly collected by or on behalf of the local authority.


 


(19)                            Not to
commit or allow to be committed any waste or spoll on or about the premises.


 


(20)                            Not to
remove any of the Fixtures Fittings Furniture or Effects from the Premises.


 


(21)                            To
allow the Landlord or anyone with Landlord’s written authority together with
any workman and necessary appliances to enter the Premises at reasonable times of
the day to inspect its condition and state or repair and to effect any
necessary repairs if the Landlord has given 24 hours notice beforehand and not
to interfere with or obstruct any such persons.


 


(22)                            In
cases of emergency to allow the Landlord or anyone with the Landlord’s
authority to enter the Premises at any time and without Notice.


 


(23)                            To use
the Premises as a private dwelling-house only. This means that the Tenant must
not carry on any profession trade or business at the Premises and must not allow
anyone else to do so.


 


(24)                            Not to
alter or add to the Premises or do or allow anyone else to do anything on the
Premises which might increase the fire insurance premium.


 


(25)                            Not to
do or allow anyone else to do anything on the Premises which may be a nuisance
to, or cause damage or annoyance to the Landlord or the tenants or occupiers of
any adjoining Premises.


 


(26)                            a)  Save as mentioned in clause 29 b) below not to
assign, underlet, charge, or part with or share possession of the Property or
any part thereof of the fixtures, fittings, furniture and effects.


 


b)  The
Tenant may allow the property to be occupied by the Occupant and the Occupant’s
family the Occupant being an employee of the Tenant or the Employer.


 


c)  The Tenant will take all reasonable steps to
ensure that the Occupant is aware of and complies with the terms of this
Agreement in so far as they relate to the use and occupation of the Property.


 


(27)                            Not
to permit any person to occupy the Premises as a licensee or invitee.


 


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(28)                            To
give the Landlord a copy of any notice given under the Party Wall etc Act 1996
within seven days of receiving it and not to do anything as a result of the notice
unless required to do so by the Landlord.


 


(29)                            Upon
receipt of any notice direction or order affecting or being likely to affect
the Premises and whether served on the Tenant personally or by any other means
to deliver such a copy of such a notice to the Landlord within seven days of
receiving it.


 


(30)                            To
immediately forward to the Landlord any post or other items delivered to the
Premises addressed to him.


 


(31)                            At the
expiration or sooner determination of the Tenancy hereby created to yield up
the Premises and all additions thereto and all fittings and the Landlords
fixtures therein and also the Contents or the articles substituted for any of
the Contents in such a state of repair condition order preservation and
cleanliness as shall be in accordance with the Tenants stipulations herein
contained and as regards the furniture and effects in the rooms and the places
in which they were at the commencement of the Tenancy so that the Premises are
ready for immediate re-occupation.


 


(32)                            To
hand over to the Landlord or his representative on the last day of the Tenancy
whether on its expiration or sooner determination all keys to the Premises and
in the event of the Tenants failure to comply with this sub-clause the Landlord
shall have the right to change all security locks to the Premises at the
Tenants expense.


 


(33)                            In the
event that the Tenants goods or any item or any possessions belonging to
members of the Tenants household shall not have been removed from the Premises
at the time of expiration or sooner determination of the tenancy to pay to the
Landlord damages at the rate equal to the rent then payable for the Premises
until the Tenant shall have removed all such goods and in the event of them not
being removed the Landlord shall be entitled to remove the same at the sole
risk of the Tenant and to charge the Tenant for the cost of removal and
disposal and in addition the Tenant undertakes to pay to the Landlord all
additional expenses incurred by the Landlord in checking the Inventory which
cannot be checked until all goods and possessions belonging to the Tenant or
members of his household have been removed.


 


(34)                            In the
event that the washing machine and tumble dryer (if any) serving the Premises
malfunctions for whatever reason and causes damage to the Tenants contents
within, then the Tenant agrees not to make a claim against the Landlord or the
Landlords Insurers for any recompense or compensation for any such loss of
damage suffered.


 


(35)                            In the
event that the refrigerator and freezer (if any) ceases to properly function
with the result that any comestibles contained in the said appliance(s) and
belonging to the Tenant thaws or becomes damaged or otherwise unsafe for human
consumption and as a consequence requires to be destroyed or discarded then the
Tenant agrees not to seek reimbursement from the Landlord for any loss or
inconvenience suffered.


 


(36)                            Not to
do or permit or suffer to be done any act or thing which may render void or
voidable any policy of insurance on the Premises or the building or any part
thereof or on the Contents or which may be cause an increased premium to be
payable in respect thereof and to repay to the Landlord on demand all sums from
time to time paid by way of increased premiums and all expenses incurred by the
Landlord in or about any renewal of such policy rendered necessary by a breach
of this sub clause.


 


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(37)                            Not
to make or have made any duplicate keys to the premises nor to replace nor add
any new locks to the Premises without the previous written consent of the
Landlord (except in emergency) and the Tenant undertakes that on full set of
keys to the new locks shall at all times be provided at the Tenants expense to
the Landlord.


 


(38)                            Not
to carry out any decoration to the Premises nor any part thereof without the
prior written consent of the Landlord and not to alter nor interfere with the
construction or arrangement of the Premises or the fixtures and fittings
therein belonging to the Landlord for which the Landlord is responsible or
alter injure or affix anything to the walls or damage the floors wiring pipes
or drains of the Premises and further not to alter or have made altered or
extended any electrical wiring plumbing or gas installation on the Premises.


 


(39)                            Not
to place leave or cause to be left anything in any entrance landing passage
stairway lift or common part of the building (if any) any not to throw or allow
to be thrown anything whatsoever from any window of the Premises.


 


(40)                            Not
to cause or permit any offensive or inflammable material to collect in or on
the Premises and not to use or permit to be used any heater fuel of which is of
a dangerous nature.


 


(41)                            Not
to erect or permit to project outside the Premises any wireless satellite dish
or television aerial without the prior consent in writing of the Landlord.


 


(42)                            Not
to commit or allow the commission upon the Premises of any act which could lead
to the prosecution of the Landlord under the misuse of Drugs Act 1971 or any
statutory enactment which replaces or modifies the same not bring nor permit
the keeping of any lawful drugs or prohibited substances upon the Premises.


 


(43)                            During
the last 60 days of the tenancy to allow the Landlord or his Agents to enter
and view the Premises with prospective tenants at reasonable times of the day.


 


(44)                            Not
to change the telephone number(s) allocated to the Premises at the date of this
Agreement.


 


(45)                            To
indemnify the Landlord in respect of any costs incurred by the Landlord in
enforcing the terms of this Agreement against the Tenant.


 


(46)                            In
the event of the Tenants lease being forfeited or determined before the expiry
of the Term to indemnity the Landlord in respect of:


 


a)                                      Any
costs incurred by the Landlord in finding new tenants for the Premises.


b)                                     Any
difference in rent between that due by the Tenant under the terms of this
Agreement and the rent paid by the new tenants for the remainder of the period
covered by this Agreement.


c)                                      The
rent due under this Agreement for any period of this tenancy prior to the end
date where the Landlord has been unable to let the Premises to new Tenants.


 


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(47)                            To
pay all expenses incurred by the Landlord incidental to the preparation and
service of notices under section 146 of the Law of the Property Act 1925
not withstanding that forfeiture is avoided otherwise than by relief granted by
the court.


 


(48)                            Not
to keep or allow to be kept on The Premises any animal or bird or domestic pet
without first obtaining the Landlords written consent such consent to be
revocable at will by the Landlord.


 


(49)                            Not
to leave the Premises unoccupied for more than twenty-eight consecutive days
without giving notice to the Landlord.


 


(50)                            Not
smoke or allow any substances to be smoked on Premises.


 


(51)                            The
windows should be cleaned at least every three months and at the end of the
Tenancy.


 


(52)                            The
Landlord should be given access to inspect the Premises by prior arrangement at
quarterly intervals throughout the tenancy and as directed by the lease in the
final part of the tenancy.


 


5.                                      LATE
RENT PENALTY


 


Provided that if the Rent or
any instalment or part thereof shall be in arrears for fourteen days, without
prior agreement, after the same shall have become due (whether legally demanded
or not) an interest charge calculated as 5% above the base rate of the Bank of
England on the day due on any outstanding Rent.


 


6.                                      BREACH
OF AGREEMENT


 


Provided that if there shall be a breach of any of the agreements by
the tenant, the Landlord may re-enter the Property and immediately thereupon
the tenancy shall absolutely determine without prejudice to the other rights
and remedies of the Landlord.


 


7.                                      THE
LANDLORDS OBLIGATIONS


 


The Landlord agrees with the Tenant as follows :-


 


(1)                                  to
pay and indemnify the Tenant against all assessments and outgoings in respect
of the Property (except charges for the supply of electric power or the use of
any telephone)


 


(2)                                  that
the Tenant paying the Rent and performing the agreements on the part of the
Tenant may quietly possess and enjoy the Property during the tenancy without
any lawful interruption from the Landlord or any person claiming under or in
trust of the Landlord to return to the Tenant any Rent payable for any period
while the Property is rendered uninhabitable by fire, the amount in case of
dispute to be settled by arbitration


 


(3)                                  to
have the common parts of the property cleaned on a regular basis.


 


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(4)                                  to
pay all council tax charges due on the property during the course of the
tenancy.


 


(5)                                  To
purchase the appropriate television license in respect of any television
receiver at the premises and to ensure that at all times during the tenancy
hereby created there is a current valid television license in force in respect
of any television set at the premises.


 


8.                                      SECTION 11


 


This Agreement shall take effect subject to the provisions of Section 11
of the Landlord and Tenant Act 1985 if applicable to the tenancy.


 


9.                                      HOUSING
ACT 1988


 


This tenancy agreement may be terminated (but not during the initial
six months of this tenancy) should the Mortgage require possession under the
Housing Act 1988, Schedule 2, Ground 2.


 


10.                               NOTICE


 


Notice under section 48 of the Landlord and Tenant Act 1987.  The Tenant is hereby notified that notices
(including notices in proceedings) must be served on the Landlord by the Tenant
at the following address:-


 


Riverdale Estates Ltd


3 Wherry Lane


Ipswich


IP4 1LG


 


11.                               English
law shall apply to this Agreement.


 


IN WITNESS whereof this Agreement has been executed on the day and year
written above.


 


	
  SIGNED by

  
	
  Riverdale Estates Ltd

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  The Landlord

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
   

  
	
  A Director of Vidus Ltd

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  The Tenant

  



 


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ADDENDUM


 


1.               The
landlord agrees to pay for the subscription to NTL to cover standard Broadband
provision (150k) and Cable TV package. 
The Landlord takes no responsibility for the reliability of this
provider.


 


2.               The
Landlord agrees to provide a cleaning service for the Property.  The cleaning is contracted on a Monday every
2 weeks and will consist of a total of 3 hours cleaning in total.  Any additional cleaning which is required or
requested will be for the account of the Tenant.


 


 


Residential Lettings & Property
Management


3 Wherry Lane, Ipswich, Suffolk IP4 1LG


Telephone: 01473 217600  Fax: 01473 287408


www.riverdaleestates.co.uk


 


Registered Office: Saxtead Bottom Farm,
Saxtead Suffolk IP13 9QS


Company Registration in England, Number
3280625