Facility lease agreement with Forvaltningsbolaget Maievik HB



 EXHIBIT 10.19 
  

					
	 	  	 RENTAL LEASE
	 	 Page 1(4)

	 	  	 for premises
	 	 No 4026-3520


  
 Draft 

					
	The signers have on this day come to the following agreement:	  	A tick in a box means that the following text is in force	  	 

  

													
	 Landlord
	 	 Förvaltningsbolaget Marievik HB
 c/o AMF Pension
	 	 Organization number
 916503-8010

			
	 Tenant
	 	 Learning Tree International AB
	 	 Organization number
 556282-4184

			
	 Premises
 address etc.
	 	 Municipality
 Stockholm
	 	 Name of building
 Marievik 15

				
	 	 	 Street
 Årstaängsvägen 5
	 	 Floors/buildings
 6 (4 stairs)
	 	 Apartment No
 3420

		
	 	 	 Postal address
 Årstaängsvägen 5 117 43 STOCKHOLM

		
	 Condition
 and use of
 premises
	 	 Unless otherwise stated, the premises with its adherent spaces is let in its present condition to be used for:
 Offices and education facilities

		
	 Size and
 extent of
 premises
	 	 Office area in floors | m2
                         6           
 2572

		
	 	 	 The stated areas
  ̈ have    x have not been measured prior to the signing of this contract
 If the area stated in the lease deviates from the measured area, the deviation does not give the tenant a refund right,
 nor does it give the landlord a right to raise the rent.
 x The extent of the pre-leased premises have been marked in the appended blueprint(s).                     Appendix
4

							
	 	 	 access to
 loading by car
	  	Space for signboard	  	 	 	 Parking space for
 x 5 car(s)
	 	 Garage space
 for
	 	  ̈ See
 appendix 6

		
	 Equipment
 etc.
	 	 Premises let
 x without special equipment for the intended business     ̈ with special equipment according to
appendix
  
 At the termination of the lease, the tenant will, if no other
agreement has been settled, dispose of property belonging to the tenant, and the premises must be left in an acceptable condition.
 The parties agree to, on
the last day of the lease by the latest, perform a joint inspection of the premises.
 If, as a result of actions by the tenant – taken with or without
the consent of the landlord – the premises, on the day of departure, contain material not previously agreed that the landlord is responsible for, the tenant must dispose of the material or compensate the landlord its cost for removal, such as
taxes, transport and fees for dumping, or corresponding costs.

		
	 Telephone
 line
	 	 The tenant will pay for any costs for installing telephone lines from the connection point stated by the telephone
 x company to the places on the premises chosen by the tenant in consultation with the landlord.

	 	  
 The landlord will pay for any costs to install lines to
the premises. The installation within the premises will be performed and funded by the tenant, but all installation must take place in consultation with the landlord.

		
	 IT
 connection
	 	 The tenant will pay for any costs for installing IT connections from the connection point stated by the IT
     x company to the places on the premises chosen by the tenant in consultation with the
landlord.

	 	  
 The landlord will pay for any costs to install lines to
the premises. The installation within the premises will be performed and funded by the tenant, but all installation must take place in consultation with the landlord.

			
	 Term of lease
	 	 From
 2006-01-01
	 	 Until
 2011-12-31

		
	Termination/ extensions	 	 This contract must be terminated in writing at least 9 months prior to the expiry of the agreed leasing period.
  
 If not, the contract will be extended by 3 years at a time.

		
	Heating and hot water	 	 Necessary heating of the premises is taken care of by    x the landlord
     ̈ the tenant

	 	 Hot water is provided x all year round  ̈ not at all  ̈


  
 Please note 
  
 In some cases an appendix might have be attached to the lease, in addition to a ticked box,
in order for the agreement of the appendix to come into force. This might apply to clauses regarding index, real estate tax and regarding the tenant’s right to a reduced rent in case of customary maintenance. 








					
	 	  	 RENTAL LEASE
	  	 Page 2(4)

	 	  	 for premises
	  	 No 4026-3520


  

					
	The signers have on this day come to the following agreement:	  	A tick in a box means that the following text is in force	  	 

  

											
		
	Rent	 	 SEK
 4 200 000 annually
comprising     ̈ total rent    x rent excl. supplements marked
below

			
	 	 	 Index
 clause
	 	 x Change of the rent stated above is made in accordance to the appended index
clause

			
	 	 	 Cost for
 heating
 and hot
 water
	 	 ̈ Fuel/heating supplement according to appended clause
			
	 	 	 Water and
 drainage
	 	 ̈ Supplement for water and drainage according to appended
clause
			
	 	 	Ventilation	 	 ̈ Costs for ventilation equipment compensated for in accordance with
appended clause
			
	 	 	Electricity	 	 ̈ Included in the rent    x The tenant has separate contract
			
	 	 	 Cleaning
 of
 stairwell
	 	x Included in the rent     ̈ Arranged and paid for by the tenant
			
	 	 	 Refuse and
 waste
 removal
	 	 To the extent that it falls on the landlord to on the one hand supply the tenant with space for storage of garbage and packing, and on
the other hand to arrange for removal of such waste, it falls on the tenant to sort and place waste in intended containers on the intended site, as well as, without compensation, take part in further recycling measures that might be decided by the
landlord.
  
 Refuse and waste removal
  ̈ Included in the rent
  
  ̈ Taken care of and funded by the tenant
  
 x Included in the rent regarding waste sections marked below. It falls on the tenant to take care of and fund collection, sorting, storage and transportation of any waste sections the tenant might have which are not
marked below.

						
	 	 	 	 	 ̈domestic waste	 	 ̈ fluorescent tubes	  	 ̈ rigid plastic	 	 
	 	 	 	 	 ̈ bulky refuse	 	 ̈ metal	  	 ̈ toxic/harmful waste	 	 
	 	 	 	 	 ̈ compost waste	 	 ̈ untinted glass	  	x common office waste	 	 
	 	 	 	 	 ̈ paper	 	 ̈ tinted glass	  	 ̈	 	 
	 	 	 	 	 ̈ batteries	 	 ̈ paper packaging	  	 ̈	 	 
					
	 	 	 Snow
 clearance
 and
 gritting
	 	x Included in rent	 	 ̈ Taken care of and funded by tenant	 	 ̈ According to appendix
			
	 	 	 Property
 taxes
	 	  ̈ Included in
rent    x This will be compensated according to a special agreement            Appendix 2:5

		
	Unforeseen costs	 	 If, after the signing of the contract, there should arise unforeseen increases of costs due to
 a)      introduced or raised costs for the building such as taxes, fees or duties decided by
governmental or authoritative bodies
 b)      general conversion measures, or similar,
of the building, which not only concern the premises, and which are imposed on the landlord due to decisions by governmental or authoritative bodies
 the
tenant will, based on the arisen increase of costs, financially compensate the landlord for amounted share of the premises in the total annual cost for the building.
  
 The share of the premises is 8.04 percent. If the share has not been stated, it constitutes the tenant’s rent (excl. possible VAT) in
relation to the rents in the building (excl. possible VAT) at the time of the increase of cost. For an unrented space, there will be an estimation of the market rent for the premises.
  
 Taxes according to a) above does not include VAT or property taxes to the extent that this is compensated for according to
agreement.
 Unforeseen costs are those that at the time of the contract signing had not been decided by the below a) and b) stated authorities. The
compensation is made payable according the regulations below regarding rent payment.










					
	 	  	 RENTAL LEASE
	  	 Page 3(4)

	 	  	 for premises
	  	 No 4026-3520


  

					
	The signers have on this day come to the following agreement:	  	A tick in a box means that the following text is in force	  	 

  

									
		
	VAT	  	 x The landlord must pay VAT for renting out the premises. The tenant must pay current VAT apart
from the rent on each occasion.
  
  ̈ If the landlord, after a decision by the IRS, will have to pay VAT for renting out the premises, the tenant must pay current VAT apart from the rent on each occasion.
  
 The VAT paid together with the rent is calculated from the stated rent amount as well as, in
accordance with the VAT rules for rents on each occasion, where appropriate, supplements and other compensations according to the leasing contract.
  
 If the landlord becomes liable to VAT according to the regulations in the law regulating VAT, as a result of the independent actions of the tenant – such as
subletting (also to own company), or transfer – the tenant must fully compensate the landlord with the equivalent amount. The tenant must also financially compensate the increase of costs following the landlord’s loss of deductible taxes
for the management costs, caused by the actions of the tenant.

		
	Rent payment	  	 The rent is paid in advance without demand, the last working day before every
  ̈ start of a calendar month    x start of a calendar quarter by making rent payable to see invoice

		
	 Interest,
 reminder
	  	When a rental payment is delayed the tenant must pay interest according to the law regulating this, as well as compensation for a written reminder according to the law.
Compensation for reminders on each occasion corresponds to what is stated in regulations.
				
	Maintenance etc.	  	 The landlord shall carry out and bear the cost of necessary
  ̈ maintenance of premises equipment supplied by him
	 	 However, the tenant is responsible
 for
	    	Appendix
	  	 The tenant shall carry out and bear the cost of necessary
 x maintenance of floor surfaces, walls and ceilings, as well as furnishings/fittings/fixtures supplied by the landlord.
	 	 In addition, the tenant’s maintenance
 obligation includes
	    	Appendix
	  	If the tenant does not fulfil his maintenance obligations and does not within a reasonable time carry out rectification work following a written demand, the landlord may fulfil these
obligations at the tenant’s expense.
	  	 ̈ The allocation of maintenance obligations is found in appendix	    	Appendix
		
	 Management
 and operation
	  	 Unless otherwise agreed, it falls upon the landlord, where applicable, to take care of the management and operation of public and
common areas.
 The tenant has no right, without the written permission of the landlord, to carry out, within or without the premises, any fitting and/or
installations and/or alterations which affect the structural components of the building or are important to the building, such as water and sewerage, electricity, ventilation, etc. which are the property of the landlord.
 Sprinkler heads and ventilation may not be covered by any fixtures/fittings by the tenant, so that the functional ability of such equipment is reduced. It is the
responsibility of the tenant to make sure that radiators and other heating equipment retain maintain their function in all significant respects.

		
	Inspections	  	If an authority performs an inspection of the electricity and sprinkler systems which are the property of the tenant, and finds any defects, it is the responsibility of the tenant
to pay for and carry out necessary measures within the time stated by that authority. If the tenant has not taken the right measures within the set time the tenant has the right to carry out the measures required by the authority, at the
tenant’s expense.
		
	 Access to
 certain spaces
	  	The tenant must keep spaces required by maintenance staff easily accessible, and the entrance to such spaces must not be blocked by cupboards, crates, goods or any other
obstruction.
		
	 Building
 material
 specifications
	  	If the tenant, in accordance with this agreement or at other times, performs maintenance, improvement or alteration work in the premises, he must provide the landlord with
specifications of the building materials – to the extent that such exist – for the products and materials that are to be used on the premises, in good time prior to the execution of the work.
		
	 Planning and
 Building Code
 (PBL) fines
	  	If the tenant performs alterations to the premises without a construction permit, and the landlord therefore is forced to pay a construction fee or supplemental fees, the tenant
must reimburse the landlord with the corresponding amount.
		
	 Reduction of
 rent
	  	The tenant has no right to a reduced rent while the landlord performs work to place the premises in the agreed condition, or other works stated in the agreement.
	  	x The tenant’s right to a reduced rent when the landlord performs customary maintenance of the leased premises or the building in itself is
stated in an appendice.	    	 Appendix
 3:9

			
	 Requirements
 by authorities, etc.
	  	 It falls upon
  
  
  ̈ the landlord    x the tenant
	  	To take responsible for and pay for the measures which might be required for the intended use of the premises by insurance companies, building authorities, environmental or health
authorities, fire departments, or other relevant authorities after the date of taking possession.









					
	 	  	 RENTAL LEASE
	  	 Page 4(4)

	 	  	 for premises
	  	 No 4026-3520


  

					
	The signers have on this day come to the following agreement:	  	A tick in a box means that the following text is in force	  	 

  

					
	 Signs,
 awnings,
 windows,
 doors, etc.
	  	 After consultation with the landlord, the tenant has a right to display a customary business sign provided that the landlord does not
have justified cause for refusing, and that the tenant has received the necessary permits by relevant authorities. Upon surrender of the premises, it falls upon the tenant to restore the façade of the building to an acceptable
condition.
 When more extensive maintenance work takes place, such as renovation of facades, etc., it falls upon the tenant to fund, without compensation,
take down and put signs, awnings and antennas back up.
 The landlord promises not to fix vending machines and display cabinets on the outer walls of the
premises let to the tenant without the tenant’s consent, and grants the tenant an option to fix vending machines and display cabinets on the said walls.

		
	 	  	  ̈ The landlord
 x The tenant        is responsible for damage on x windows
x display/shop windows x entrance doors our facility
 x signs  ̈

			
	 	  	x It is the responsibility of the tenant to sign and maintain a glass insurance for all the display windows and entrance door belonging to the
premises.	  	 
			
	Locks	  	It is the responsibility of     ̈ the
landlord    x the tenant to equip the premises with locks required by the tenant’s insurance company.	  	 
			
	Force majeure	  	The landlord is free from the obligations undertaken in this agreement if these cannot, or can to an unreasonably high cost, be fulfilled due to wars or riots, work stoppages, blockades,
fires, explosions or intervention by a public authority over which the landlord has no control and which could not have been foreseen.	  	 
			
	Security	  	 This agreement is contingent upon the provision of security in the form of a
  ̈ bank guarantee    x personal
guarantee     ̈
	  	 Appendix
 5

			
	Special provisions	  	 	  	Appendix
			
	Signature