**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 Inventorysigned 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.                                       TheLandlord lets and the Tenant takes the property for the Term at the Rentpayable as above.

 

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

 

3.                                       Wherethe context admits :-

 

a)                                      “TheLandlord” includes the persons for the time being entitled in reversionexpectant on the tenancy on the tenancy

 

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

 

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Residential Lettings & PropertyManagement

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

 

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c)                                      inthis Agreement for all covenants made by the Tenant the masculine shall bedeemed include the feminine

 

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

 

**4.****                                      THETENANTS COVENANTS**

 

The Tenant agrees with the Landlord:-

 

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

 

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

 

(3)                                  Notto set off against the rent the Deposit referred to herein.

 

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

 

(5)                                  Notto change any of the service providers without the written consent of theLandlord.

 

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

 

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

 

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

 

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

 

(10)                            Subjectto the Landlords obligations in clause 7(1) hereof to keep the furniture andeffects specified in the Inventory or forming part of the contents togetherwith the interior of the Premises clean and in the same repair order andpreservation as at the commencement of the tenancy (fair wear and tear and Damageby the Insured Risks only excepted) and so far as possible forthwith to replacewith articles of the same sort and equal value such as may be lost, broken ordestroyed or to compensate the Landlord in damages for any omission to replaceas 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 orany substituted furniture or effects to be removed from the Premises otherwisethan for necessary repairs (whereupon written notice thereof shall be given tothe Landlord) without the consent of the Landlord

 

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

 

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

 

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

 

(14)                            At thedetermination of the Tenancy to ensure that all linen (if any) is freshlylaundered and to have professionally cleaned all counterpanes blankets duvetscarpets upholstery curtains and other articles set out in the Inventory orarticles substituted for the same which shall be shown by the reference to theInventory to have been soiled during the Tenancy but in any event to have thecarpets professionally cleaned at least once in every twelve months throughoutthe Tenancy.

 

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

 

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(16)                            Toindemnify and hold harmless the Landlord against all costs and expenseshowsoever arising from any breach on the part of the Tenant of the Agreement.

 

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

 

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

 

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

 

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

 

(21)                            Toallow the Landlord or anyone with Landlord’s written authority together withany workman and necessary appliances to enter the Premises at reasonable times ofthe day to inspect its condition and state or repair and to effect anynecessary repairs if the Landlord has given 24 hours notice beforehand and notto interfere with or obstruct any such persons.

 

(22)                            Incases of emergency to allow the Landlord or anyone with the Landlord’sauthority to enter the Premises at any time and without Notice.

 

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

 

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

 

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

 

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

 

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

 

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

 

(27)                            Notto permit any person to occupy the Premises as a licensee or invitee.

 

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

 

(29)                            Uponreceipt of any notice direction or order affecting or being likely to affectthe Premises and whether served on the Tenant personally or by any other meansto deliver such a copy of such a notice to the Landlord within seven days ofreceiving it.

 

(30)                            Toimmediately forward to the Landlord any post or other items delivered to thePremises addressed to him.

 

(31)                            At theexpiration or sooner determination of the Tenancy hereby created to yield upthe Premises and all additions thereto and all fittings and the Landlordsfixtures therein and also the Contents or the articles substituted for any ofthe Contents in such a state of repair condition order preservation andcleanliness as shall be in accordance with the Tenants stipulations hereincontained and as regards the furniture and effects in the rooms and the placesin which they were at the commencement of the Tenancy so that the Premises areready for immediate re-occupation.

 

(32)                            Tohand over to the Landlord or his representative on the last day of the Tenancywhether on its expiration or sooner determination all keys to the Premises andin the event of the Tenants failure to comply with this sub-clause the Landlordshall have the right to change all security locks to the Premises at theTenants expense.

 

(33)                            In theevent that the Tenants goods or any item or any possessions belonging tomembers of the Tenants household shall not have been removed from the Premisesat the time of expiration or sooner determination of the tenancy to pay to theLandlord damages at the rate equal to the rent then payable for the Premisesuntil the Tenant shall have removed all such goods and in the event of them notbeing removed the Landlord shall be entitled to remove the same at the solerisk of the Tenant and to charge the Tenant for the cost of removal anddisposal and in addition the Tenant undertakes to pay to the Landlord alladditional expenses incurred by the Landlord in checking the Inventory whichcannot be checked until all goods and possessions belonging to the Tenant ormembers of his household have been removed.

 

(34)                            In theevent that the washing machine and tumble dryer (if any) serving the Premisesmalfunctions for whatever reason and causes damage to the Tenants contentswithin, then the Tenant agrees not to make a claim against the Landlord or theLandlords Insurers for any recompense or compensation for any such loss ofdamage suffered.

 

(35)                            In theevent that the refrigerator and freezer (if any) ceases to properly functionwith the result that any comestibles contained in the said appliance(s) andbelonging to the Tenant thaws or becomes damaged or otherwise unsafe for humanconsumption and as a consequence requires to be destroyed or discarded then theTenant agrees not to seek reimbursement from the Landlord for any loss orinconvenience suffered.

 

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

 

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(37)                            Notto make or have made any duplicate keys to the premises nor to replace nor addany new locks to the Premises without the previous written consent of theLandlord (except in emergency) and the Tenant undertakes that on full set ofkeys to the new locks shall at all times be provided at the Tenants expense tothe Landlord.

 

(38)                            Notto carry out any decoration to the Premises nor any part thereof without theprior written consent of the Landlord and not to alter nor interfere with theconstruction or arrangement of the Premises or the fixtures and fittingstherein belonging to the Landlord for which the Landlord is responsible oralter injure or affix anything to the walls or damage the floors wiring pipesor drains of the Premises and further not to alter or have made altered orextended any electrical wiring plumbing or gas installation on the Premises.

 

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

 

(40)                            Notto cause or permit any offensive or inflammable material to collect in or onthe Premises and not to use or permit to be used any heater fuel of which is ofa dangerous nature.

 

(41)                            Notto erect or permit to project outside the Premises any wireless satellite dishor television aerial without the prior consent in writing of the Landlord.

 

(42)                            Notto commit or allow the commission upon the Premises of any act which could leadto the prosecution of the Landlord under the misuse of Drugs Act 1971 or anystatutory enactment which replaces or modifies the same not bring nor permitthe keeping of any lawful drugs or prohibited substances upon the Premises.

 

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

 

(44)                            Notto change the telephone number(s) allocated to the Premises at the date of thisAgreement.

 

(45)                            Toindemnify the Landlord in respect of any costs incurred by the Landlord inenforcing the terms of this Agreement against the Tenant.

 

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

 

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

b)                                     Anydifference in rent between that due by the Tenant under the terms of thisAgreement and the rent paid by the new tenants for the remainder of the periodcovered by this Agreement.

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

 

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

 

(48)                            Notto keep or allow to be kept on The Premises any animal or bird or domestic petwithout first obtaining the Landlords written consent such consent to berevocable at will by the Landlord.

 

(49)                            Notto leave the Premises unoccupied for more than twenty-eight consecutive dayswithout giving notice to the Landlord.

 

(50)                            Notsmoke or allow any substances to be smoked on Premises.

 

(51)                            Thewindows should be cleaned at least every three months and at the end of theTenancy.

 

(52)                            TheLandlord should be given access to inspect the Premises by prior arrangement atquarterly intervals throughout the tenancy and as directed by the lease in thefinal part of the tenancy.

 

**5.****                                      LATERENT PENALTY**

 

Provided that if the Rent orany instalment or part thereof shall be in arrears for fourteen days, withoutprior agreement, after the same shall have become due (whether legally demandedor not) an interest charge calculated as 5% above the base rate of the Bank ofEngland on the day due on any outstanding Rent.

 

**6.****                                      BREACHOF AGREEMENT**

 

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

 

**7.****                                      THELANDLORDS OBLIGATIONS**

 

The Landlord agrees with the Tenant as follows :-

 

(1)                                  topay and indemnify the Tenant against all assessments and outgoings in respectof the Property (except charges for the supply of electric power or the use ofany telephone)

 

(2)                                  thatthe Tenant paying the Rent and performing the agreements on the part of theTenant may quietly possess and enjoy the Property during the tenancy withoutany lawful interruption from the Landlord or any person claiming under or intrust of the Landlord to return to the Tenant any Rent payable for any periodwhile the Property is rendered uninhabitable by fire, the amount in case ofdispute to be settled by arbitration

 

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

 

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(4)                                  topay all council tax charges due on the property during the course of thetenancy.

 

(5)                                  Topurchase the appropriate television license in respect of any televisionreceiver at the premises and to ensure that at all times during the tenancyhereby created there is a current valid television license in force in respectof any television set at the premises.

 

**8.****                                      SECTION 11**

 

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

 

**9.****                                      HOUSINGACT 1988**

 

This tenancy agreement may be terminated (but not during the initialsix months of this tenancy) should the Mortgage require possession under theHousing 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 Tenantat the following address:-

 

Riverdale Estates Ltd

3 Wherry Lane

Ipswich

IP4 1LG

 

**11.**                               Englishlaw shall apply to this Agreement.

 

IN WITNESS whereof this Agreement has been executed on the day and yearwritten 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.               Thelandlord agrees to pay for the subscription to NTL to cover standard Broadbandprovision (150k) and Cable TV package. The Landlord takes no responsibility for the reliability of thisprovider.

 

2.               TheLandlord agrees to provide a cleaning service for the Property.  The cleaning is contracted on a Monday every2 weeks and will consist of a total of 3 hours cleaning in total.  Any additional cleaning which is required orrequested will be for the account of the Tenant.

 

 

Residential Lettings & PropertyManagement

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, Number3280625

 

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