##### 



Exhibit 10.5.17
 
    
  
 
    1




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(A)
    
    DATE OF DEED
    
    :
    
    29 day of July 2005(B)
    
    LEASE OR UNDERLEASE
    
    :
    
    LEASE(C)
    
    PARTIES TO THIS DEED
    
    :(1)
    
    LANDLORD
    
    :
    
    SEIKO UK LIMITED whose registered office is at SC House, Vanwall Business Park,
Maidenhead, Berkshire, SL6 4UW(2)
    
    TENANT
    
    :
    
    HI EUROPE LIMITED whose registered office is at Watermans Park, 40-52 High
Street, Brentford, Middlesex., TW8 OBB(D)
    
    DEMISED PREMISES
    
    :
    
    The premises forming part of the Building known as Unit 4 SC House Vanwall Road
Maidenhead Berkshire and being the ground and first floor premises edged red on
Plan Nos. 1 and 2 and forming part of the Development(E)
    
    THE BUILDING
    
    :
    
    The building and appurtenances thereof the position whereof is shown for the
purpose of identification only edged purple on Plan No.3(F)
    
    THE DEVELOPMENT
    
    :
    
    The premises situate at Vanwall Road Maidenhead Berkshire the approximate
boundaries whereof are shown edged with a thick black line on Plan No.4(G)
    
    (1)
    
    THE ESTATE ROAD
    
    :
    
    The road forming part of the Development shown for the purpose of identification
only coloured brown on Plan No.4
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(2)
    
    THE SIDE ROAD
    
    :
    
    The road shown for the purpose of identification only coloured yellow on Plan No.3(3)

    
    THE COMMON
LANDSCAPED AREA
    
    :
    
    The area forming part of the Development
shown for the purpose of identification only shaded green on Plan No.4(4)

    
    SERVICE MEDIA
    
    :
    
    The ducts flues gutters pipes drains sewers cables conduits wires meters traps
valves and other media plant equipment or apparatus for conduction controlling or
measuring water soil gas electricity telephone telex and other electrical
impulses air smoke and fumes and other things of a like nature(5)

    
    THE ESTATE SERVICE
MEDIA
    
    :
    
    Such of the Service Media which serve the
Development and are not intended to be demised to any lessee or lessees or sold
or intended to be sold with freehold units the following (including but not
limited to such Service Media which serve only the Demised Premises but are
outside the Demised Premises)(6)

    
    THE SOAKAWAYS
    
    :
    
    The soakaways pipes and overflows forming part of the Estate Service Media the
approximate position whereof is shown by blue lines on Plan No.4(7)

    
    THE TENANTS SERVICE
    
    :
    
    Such of the Service Media which lie within and serve only the Demised Premises
and are vested in the Landlord.(H)
    
    THE TERM
    
    :
    
    Five (5) years(I)
    
    THE TERM COMMENCEMENT
DATE
    
    :
    
    1stAugust 2005
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(J)
    
    THE RENT
    
    :
    
    £ I 00,000 per annum(K)
    
    THE RENT COMMENCEMENT
DATE
    
    :
    
    1st August 2005(L)
    
    THE INSURANCE RENT
DATE
    
    :
    
    1st August 2005(M)
    
    THE SERVICE CHARGE
COMMENCEMENT DATE
    
    :
    
    1st August 2005(N)
    
    THE PERMITTED USER
    
    :
    
    Asto the ground floor premises for market research and printing data processing
and publishing and as to the first floor premises as offices and research and
development and servicing of computer equipment or offices for the Tenants
business(O)
    
    THE PRESCRIBED RATE:
    
    :
    
    The yearly rate of four per centum per annum above the Base Rate for the time
being of Barclays Bank PLC or its successors in business Provided That if such
Base Rate shall cease to exist OT otherwise be unascertainable there shall be
substituted for such Base Rate such rate of interest as the said Barclays Bank
PLC or its successors in business shall state in writing to be the current market
rate of interest charged in respect of short term loans of money at minimum risk
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THIS LEASE
 BETWEEN
 WITNESSETH
 DEFINITIONS
 1.
    
    (A)
    
    In these presents unless there be something in the subject or context inconsistent therewith:1.1.1
    
    (i)
    
    words importing the masculine gender only shall include the
feminine and neuter and vice versa and words importing
persons shall include companies and corporations and vice
versa;(ii)
    
    words importing the singular number only shall include the plural and vice
versa and where there are two or more persons included in the expression the Tenant
and/or the Landlord then covenants herein expressed to be made by the Tenant and/or
the Landlord shall respectively be covenants by such persons jointly and severally;
 1.1.2
    
    the following expressions shall have the meanings attributed to them hereunder:
 (i)
    
    the Particulars means the details and descriptions appearing on the
preceding pages headed Lease Particulars which comprise part of this Deed;(ii)
    
    Landlord means the party named as Landlord in the Particulars and shall
include the person for the time being entitled to the reversion immediately expectant
on the determination of the Term (as hereinafter defined);(iii)
    
    the Tenant means the party named as Tenant in the Particulars and shall
include the Tenants successors in title;(iv)
    
    the Demised Premises shall mean the Demised Premises as briefly described
in the Particulars and each and every part thereof including:
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(a)
    
    the internal plaster surfaces and finishes of all structural
or load bearing walls and columns therein or which enclose the same, but not
any other part of such walls and columns;(b)
    
    the entirety of all non-structural or non-load bearing walls
and columns therein except demountable partitioning supplied by the Tenant and
so that (for the avoidance of doubt) there shall be excluded from the Demised
Premises all external walls and external cladding and the walls separating the
Demised Premises from the adjoining offices of the Landlord (if any);(c)
    
    the inner half severed medially of the internal non-load
bearing walls if any) that divide the same from other parts of the Building;(d)
    
    the floor finishes thereof but so that the lower limit of the
Demised Premises shall not extend to anything below the floor finishes;(e)
    
    the ceiling finishes thereof, including all suspended
ceilings but so that the upper limit of the demised Premises shall not extend
to anything above the suspended ceiling;(f)
    
    all window frames and window furniture and sash cords (if
any) and all glass in the windows and all doors (except for doors within the
Tenants demountable partitioning) door furniture and door frames;(g)
    
    all sanitary and hot and cold water apparatus and equipment
and the radiators (if any) therein;(h)
    
    the Tenants Service Media;(i)
    
    all landlords fixtures, fittings, plant, machinery,
apparatus and equipment now or hereafter in or upon the same;(j)
    
    all additions, alterations and improvements thereto;
 (v)
    
    the Development shall mean the Development (of which the Demised Premises
form part) briefly described in the Particulars and each and every part thereof
including all additions alterations and improvements thereto and all landlords
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fixtures and plant machinery and equipment now or hereafter in or about the same;(vi)
    
    the Insured Risks shall mean fire explosion thunderbolt aircraft storm
tempest and such other risks as the Landlord may from time to time and in its
reasonable discretion think fit to insure against subject to such exclusions and
limitations as are imposed by the Insurers;(vii)
    
    Plan No.1 shall mean the Plan numbered 1 annexed hereto;(viii)
    
    Plan No.2 shall mean the Plan numbered 2 annexed hereto;(ix)
    
    Plan No.3 shall mean the Plan numbered 3 annexed hereto;(x)
    
    Plan No.4 shall mean the Plan numbered 4 annexed hereto;(xi)
    
    the Term shall mean the Term stated in the Particulars and which where
applicable shall include the period of any holding over extension continuance or
renewal thereof whether arising by statute or otherwise;(xii)
    
    the Common Parts shall mean all parts of the Development as are not
demised or intended to be demised to any lessee or lessees or sold or intended to be
sold as freehold units and (without prejudice to the generality of the foregoing)
include in particular (but only insofar as the same shall not be adopted as areas
maintainable at the public expense) the Estate Road the Common Landscape Area and the
Estate Service Media (all respectively as defined in the Particulars).(xiii)
    
    the Surveyor shall mean any person or firm appointed by or acting for the Landlord
to perform the function of a surveyor for any purpose of this Lease provided that any
such person or every partner of any such firm shall be an associate or fellow of the
Royal Institution of Chartered Surveyors and who shall not be an employee of or
associated with the Landlord and where this Lease provides for any act or
determination to be made by either the Landlord or the Surveyor then the agent or
employee of the Landlord shall be similarly qualified and (whether the Landlord or the
Surveyor) shall act as an expert and be liable to the parties hereto accordingly for
any act of negligence.(xiv)
    
    the 1993 Deeds shall mean a Deed dated 26 October 1993 between Trafalgar
House Developments Ltd (1) the Landlord (2) Vanwall Road Management
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Company Limited (3) and Vanwall Business Park Management Company Limited (4) and a
Deed of the same date between Trafalgar House Developments Limited (1) Vanwall
Business Park Management Limited (2) and the Landlord (3)
 1.1.3
    
    Each covenant by the Tenant not to do any act or thing shall be deemed to include a covenant
not to permit or suffer that act or thing to be done1.1.4
    
    References to any Act of Parliament include any Act replaced by such Act and any Act
replacing it or amending it or of a similar nature or effect and in each case includes any
order regulation instrument direction scheme plan or permission made under or deriving
validity from any such Act1.1.5
    
    for the purpose of this Lease the expressions associated holding and subsidiary
companies shall have the meanings ascribed to them by Section 302 of the Income and
Corporation Taxes Act 1970 and S736 of the Companies Act 1985 respectively
 (B)
    
    The details definitions and descriptions appearing in the Particulars shall
be deemed to be included in and form part of this Deed
 DEMISE
 2.
    
    In consideration of the rent and the covenants on the part of the Tenant hereinafter reserved
and contained the Landlord HEREBY DEMISES unto the Tenant the Demised Premises TOGETHER WITH
the rights and easements set out in the First Schedule hereto but EXCEPT AND RESERVED the
rights and easements set out in the Second Schedule hereto TO HOLD the same unto the Tenant
for the Term from and including the Term Commencement Date stated in the Particulars SUBJECT
to all rights easements privileges restrictions and stipulations of whatever kind or nature
appertaining to or affecting the Demised Premises and in particular subject to the matters
specified in the Fourth Schedule hereto so far as the same affect the Demised Premises
YIELDING AND PAYING therefor:
 2.1
    
    FIRSTLY from and including the Rent Commencement Date stated in the Particulars the Rent to
be paid by equal quarterly payments in advance on I February, 1 May, 1 August and 1 November
in each year clear of all deductions whatsoever PROVIDED THAT:
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2.1.1
    
    the first of such payments shall be made on 1st August 2005 in respect of
the period from and including the Rent Commencement Date to the quarter day then next
following;
 2.2
    
    AND SECONDLY by way of further rent a yearly sum equal to 33% of the cost to the Landlord of
insuring or procuring insurance in respect of:
 2.2.1
    
    the Building against loss or damage by the Insured Risks in such sum as the
Landlord shall insure2.2.2
    
    public liability third party liability and property owners liability of the
Landlord arising out of or in connection with any accident explosion collapse or
breakdown involving or relating to the Building or any part thereof and2.2.3
    
    the loss of three years rent of the Building
 such further rent to be payable on demand and the first payment to be in respect of the
period commencing on the Insurance Rent Commencement Date stated in the Particulars and
ending 31st March 20062.3
    
    AND THIRDL Y by way of further rent such sums as are from time to time payable by the Tenant
under the covenants on the Tenants part hereinafter contained in Clause 3(6) hereof such
further rent to be payable in the manner hereinafter provided
 TENANTS COVENANTS
 3.
    
    The Tenant hereby covenants with the Landlord as follows:
 PAY RENTS
 3.1
    
    To pay the yearly and other rents hereinbefore reserved by direct debit on the dates stated
and in the manner at and in which the same are respectively hereinbefore reserved and made
payable without deduction or set off whether legal or equitable or otherwise and in the event
that any rent hereby reserved shall remain unpaid for more than 21 days after the date upon
which the same becomes due (whether formally demanded or not) to pay interest at the
Prescribed Rate from the date upon which the same became payable until the date of payment
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OUTGOINGS
 3.2
    
    To pay bear and discharge all existing and future rates taxes duties charges assessments
impositions and outgoings whatsoever (whether Parliamentary parochial or otherwise and whether
or not of a capital or non-recurring nature) which now are or may at any time hereafter during
the Term be charged levied assessed or imposed upon the Demised Premises or upon the owner or
occupier in respect thereof and to pay bear and discharge the proportion properly attributable
to the Demised Premises of any such outgoings as may be charged levied assessed or imposed
upon any premises of which the Demised Premises form part (such proportion to be determined by
the Surveyor for the time being to the Landlord whose decision shall be conclusive)3.3
    
    Without prejudice to the generality of the foregoing and in the event of the Demised Premises
or any separately rateable portion thereof having been unoccupied for the purposes of Sections
17 17(a) and 17(b) of the General Rates Act 1967 for a period immediately prior to the
expiration or sooner determination of the Term forthwith pay to the Landlord (in addition to
any sum or damages due to the Landlord or to the relevant rating authority) a sum equal to the
amount of rates and any surcharge on the Demised Premises or a portion thereof calculated in
accordance with the said Act for a period (the Void Period) equal to the said period of
unoccupancy or six months whichever shall be the lesser period PROVIDED THAT if during such
period as is of equal length to the Void Period which immediately follows the expiration or
sooner determination of the Term (lithe Subsequent Period) the Demised Premises are in
rateable occupation the Landlord shall reimburse the Tenant with such proportion of any sum
paid by the Tenant hereunder as the period of rateable occupation during the Subsequent Period
bears to the Void Period
 REPAIR
 3.4
    
    From time to time and at all times during the Term to repair and renew and to keep the whole
of the Demised Premises including (without prejudice to the generality of that expression) the
Tenants Service Media sanitary and water apparatus plant and machinery serving only the
Demised Premises and all fixtures and fittings therein in good and substantial repair and
condition in accordance with the covenants by the Tenant herein contained (damage by any of
the Insured Risks excepted save to the extent that payment of the insurance monies shall be
withheld in whole or in part by reason solely or in part of any act or default of the Tenant
its servants or agents)
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DECORATIONS AND REPAIRS
 3.5
    
    Without prejudice to the generality of the foregoing covenants:
 3.5.1
    
    In the last three months of the Term whether determined by effluxion of time
or otherwise to clean paint decorate or otherwise treat as appropriate all the inside
wood and metal work of the Demised Premises required to be cleaned painted decorated
or otherwise treated in a proper and workmanlike manner and also grain varnish
whitewash colour and clean the parts of the Demised Premises previously grained
varnished whitewashed coloured and cleaned and to paint and/or otherwise decorate in a
proper and workmanlike manner all walls and ceilings of the Demised Premises
previously painted or decorated as the case may be such painting and decorations in
the last three months of the term to be executed in such colours patterns and
materials as the Landlord may approve (such approval not to be unreasonably withheld)3.5.2
    
    To repair cleanse and maintain and to keep repaired cleansed and maintained
and free from obstruction all Service Media belonging to or forming part of the
Demised Premises3.5.3
    
    To repair or replace forthwith by new articles of similar kind and quality
any fixtures fittings or plant or equipment (other than tenants or trade fixtures and
fittings and plant and equipment not exclusively serving the Demised Premises) upon or
in the Demised Premises which shall become in need of repair or replacement
 3.6
    
    (i)
    
    To pay to the Landlord without any deduction by way of further rent a proportion (as
hereinafter specified) of the costs expenses outgoings and fees properly expended or incurred
by the Landlord for or in connection with or relating to the provision of services to the
Development and the Building and the other heads of expenditure as the same are set out in the
Third Schedule hereto (whether the Landlord be obliged hereunder to incur such expenditure or
not) such further rent (hereinafter called the Service Charge) being determined as provided
in sub-clause (e) hereof and being subject to the following terms and provisions:
 (a)
    
    The Tenants proportion of the Service Charge shall be (i) as
to the heads expenditure set out in Part I of the Third Schedule 7.807% of the
amount the Landlord shall be called upon to pay pursuant to the 1993 Deeds by
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way of service charges in respect of the Development (ii) as to the heads
of expenditure set out in Part II of the Third Schedule 100% (iii) as to
the heads of expenditure set out in Part III of the Third Schedule 76%, and
(iv) as to the heads of expenditure set out in Part IV of the Third
Schedule a fair and reasonable proportion to be conclusively determined by
the Landlords surveyor in accordance with (a) and (v) as to the heads of
expenditure set out in Part V of the Third Schedule 31.47%
 (b)
    
    The expression the Financial Year shall mean the period
from and including 1st October of every year to 30th September of the
following year or such other annual period as the Landlord may in its
discretion from time to time determine(c)
    
    The expression the costs expenses outgoings and fees
expended or incurred by the Landlord as hereinbefore used shall be deemed to
include not only those costs expenses outgoings fees and other expenditure
hereinbefore described which have been actually disbursed incurred or made by
the Landlord during the Financial Year in question but also such reasonable
part of all such costs expenses outgoings fees and other expenditure herein
before described which are of a periodically recurring nature (whether
recurring by regular or irregular periods) whenever disbursed incurred or made
or to be disbursed incurred or made and including a sum or sums of money by
way of reasonable provision of anticipated expenditure in respect thereof as
the Landlord may in its reasonable discretion allocate to the financial Y car
in question as being fair and reasonable in the circumstances(d)
    
    on each of the usual quarter days in every year during the
Term (with a proportionate payment on the date hereof in respect of the period
from and including the Service Charge Commencement Date up to the next
following quarter day) the Tenant shall pay to the Landlord such a sum
(hereinafter called an Advance Payment) in advance and on account of the
Service Charge for the Financial Year then current as the Landlord shall from
time to time specify as being in its opinion a fair and reasonable assessment
of one quarter of the likely Service Charge for the financial Year then
current(e)
    
    As soon as practicable after the end of each Financial Year
the Landlord shall furnish to the Tenant an account or invoice for the Service
Charge
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for that Financial Year due credit being given therein for the Advance
Payments made by the Tenant in respect of that Financial Year and upon the
furnishing of such account there shall be paid by the Tenant to the
Landlord the Service Charge or any balance found payable or there shall be
allowed by the Landlord to the Tenant any amount which may have been
overpaid by the Tenant by way of Advance Payments as the case may require
PROVIDED AL WAYS that the provisions of this sub-clause shall continue to
apply notwithstanding the expiration or sooner determination of the Term
but only in respect of the period down to such expiration or sooner
determination as aforesaid the Service Charge for that Financial Year being
apportioned for the said period on a daily basis
 (ii)
    
    At all times during the Term to pay on demand to the Landlord a due
proportion (to be fairly and properly determined by the Landlord or their Surveyors)
of all costs charges expenses and fees including Surveyors and other professional fees
(if any) properly expended or incurred by the Landlord (but only to the extent that
the same do not fall to be included within the Service Charge) relating to or in
connection with any walls fences easements things or conveniences which shall at any
time during the Term belong to or be capable of being used or enjoyed by the Demised
Premises or the Tenant or occupier thereof or any part thereof in common with any
other person or persons
 NOTICE OF BREACH AND REMEDYING
 3.7
    
    To permit the Landlord and their agents or Surveyors with or without workmen and others and
appliances upon reasonable notice (save in case of emergency) at all reasonable hours in the
daytime during the Term to enter the Demised Premises or any part thereof to view the state
and condition of the same and of all defects wants of reparation and breaches of covenant then
and there found for which the Tenant is liable hereunder to give or leave on the Demised
Premises notice in writing to the Tenant and within two months after every such notice or
sooner if reasonably requisite to repair and to make good the same according to such notice
and the covenants in that behalf herein contained to the reasonable satisfaction of the
Landlord AND if the Tenant shall fail within twenty one days of such notice or immediately in
case of emergency to commence and then to continue diligently and expeditiously to comply with
such notice in all respects or if the Tenant shall at any time make default in the performance
of any of the covenants herein contained for or relating to the repair decoration or
maintenance of the Demised Premises it shall be lawful (but not obligatory and without
prejudice to the right of re-entry and
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forfeiture hereinafter contained) for the Landlord their agents servants and workmen to
enter upon the Demised Premises upon giving reasonable prior notice and to carry out or
cause to be carried out all or any of the works referred to in such notice or in respect of
which the Tenant is in default as aforesaid and the cost of so doing and all expenses
incurred thereby together with interest at the Prescribed Rate from the date of expenditure
by the Landlord to the date of repayment by the Tenant shall be paid by the Tenant to the
Landlord on demand and shall be recoverable as rent in arrear PROVIDED FURTHER THAT in the
case of any breaches of covenants which the Landlord shall in its reasonable opinion
certify to result in the Demised Premises or any part thereof being in a dangerous
condition then in such event no notice need be served by the Landlord and it shall be
lawful for the Landlord their agents servants and workmen at any time to enter upon the
Demised Premises for the purpose of remedying any such breaches of covenant and of
executing such works as may be required for that purpose and the Tenant shall immediately
repay to the Landlord the costs and expenses thereof incurred by the Landlord together with
interest thereon as aforesaid
 PERMIT ENTRY
 3.8
    
    To permit the Landlord and their agents or Surveyors with or without workmen and others and
appliances at all reasonable times during the Term upon reasonable prior notice:
 3.8.1
    
    To enter upon the Demised Premises to take schedules or inventories of the
fixtures and fittings plant and machinery belonging to the Landlord or to be yielded
up at the expiration or sooner determination of the Term3.8.2
    
    To enter and execute any repairs decorations or other work upon or to any
adjoining or neighbouring premises or to carry out any repairs decorations or other
work which the Landlord must or may carry out under the provisions of this Deed upon
or to the Demised Premises or to cleanse or empty or renew the Service Media upon or
under the same or to construct any building or erection on any land adjoining or
neighbouring the Demised Premises causing a minimum of interference to the Tenant and
all damage occasioned thereby to the Demised Premises being made good at the
Landlords expense as soon as reasonably possible and3.8.3
    
    To enter upon the Demised Premises with or without other persons for any
other purpose connected with the interest of the Landlord in the Demised Premises or
its disposal charge or demise
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REBUILDING AND ALTERATION
 3.9.1
    
    That no new building or external structure of any kind shall at any time be erected upon the
Demised Premises or any part thereof and no building or structure which involves the
demolition or reconstruction of the Building or the Demised Premises or any part thereof shall
at any time be erected upon the Demised Premises or any part thereof3.9.2
    
    Not at any time during the Term to make or permit or suffer to be made any alterations or
additions whatsoever in or to the Demised Premises or any part thereof either internally or
externally nor to cut maim or remove or permit or suffer to be cut maimed or removed any of
the walls beams columns or other structural parts of the Demised Premises or make or permit or
suffer to be made any change in or to the existing design or appearance of the Demised
Premises without the prior written consent of the Landlord such consent not to be unreasonably
withheld or delayed PROVIDED ALWAYS that the Tenant may without obtaining any such consent
erect move or dismantle internal non-structural demountable partitioning subject to making
good any damage caused to the Landlords reasonable satisfaction.3.9.3
    
    Not to commit any waste whether permissive or voluntary in or upon the Demised Premises
 PROHIBITIONS RELATING TO USER
 3.10.1
    
    Not to do or permit or suffer to remain upon the Demised Premises or any part thereof
anything which may be or become a nuisance annoyance disturbance inconvenience injury or
damage to the Landlord or its tenants or the owners or occupiers of any property in the
neighbourhood and on written notice being served on the Demised Premises reasonably by the
Landlord requiring the abatement of any nuisance caused by vibration noise smell smoke vapour
dust or otherwise with all reasonable despatch after the service of such notice to abate such
nuisance accordingly3.10.2
    
    Not to use the Demised Premises or any part thereof for any noxious noisy or offensive trade
or business nor any illegal or immoral act or purpose and no sale by auction shall take place
thereon3.10.3
    
    Not to discharge into any pipe or drain serving the Demised Premises or any other property
any oil grease or other deleterious matter or any substance which might be or
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become a source of danger or injury to the drainage system of the Demised Premises or any
such other property or any part thereof3.10.4
    
    Not to suspend excessive weight from the main structure of the Demised Premises3.10.5
    
    Not to overload the floors roofs or structure of the Demised Premises nor use the same in
any manner which will cause undue strain or interfere therewith and not to install any
machinery on the Demised Premises which shall be unduly noisy or cause dangerous vibrations
nor to use the Demised Premises or any part thereof in such manner as to subject the same to
any strain beyond that which it is designed to bear and if required by the Landlord to provide
details of superimposed loading being or proposed to be applied to the Demised Premises or any
part thereof3.10.6
    
    Not to use any loudspeakers television sets radios or other devices within the Demised
Premises in such a manner as to be audible outside the Building3.10.7
    
    Not to obstruct or suffer to be obstructed the Estate Road or the Side Road
 PERMITTED USER
 3.11
    
    At all times during the Term not to use the Demised Premises for any purpose other than the
Permitted Use as defined in the Particulars
 ADVERTISEMENTS AND SIGNS
 3.12
    
    Not to attach to or exhibit in on or to the Demised Premises or the windows thereof so as to
be visible from the exterior any figure letter pole flat signboard advertisement inscription
bill placard or sign whatsoever without the previous written consent of the Landlord which
shall be deemed to have been given in respect of any such items at the Demised Premises on the
date hereof any such figures letters poles flags signboards advertisements inscriptions bills
placards or signs if the Landlord so requires to be removed and any damage caused thereby made
good by the Tenant at the end or sooner determination of the Term
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DISPLAYS
 3.13
    
    Not to hang or place any article or other goods of any description outside the Demised
Premises or the entrance door thereof whether on the forecourt or otherwise or from the
windows of the Demised Premises
 MASTS
 3.14
    
    Not to erect on any part of the Demised Premises so as to be visible from the exterior any
poles masts or wires (whether in connection with wireless or television apparatus or
otherwise) without the previous consent in writing of the Landlord
 REFUSE
 3.15
    
    Not to allow trade empties or rubbish of any description to accumulate between the Estate
Road or the Side Road and the Building nor to burn refuse of any kind in or about the Demised
Premises
 NOT TO OBSTRUCT ACCESS WAYS
 3.16
    
    Not to damage or obstruct any road forecourt or other area leading to or giving access to the
Demised Premises or over which the Tenant is hereby granted rights of access or use nor to use
the same in such manner as to cause in the reasonable opinion of the Landlord any nuisance
damage or annoyance and to comply with the reasonable directions of the Landlord as to the
entrances and exits to the Development to be used for public access
 REGULATIONS
 3.17
    
    To comply with all reasonable regulations made by the Landlord from time to time for the
management of the Development or any land or premises used or to be used in common or jointly
with any other person
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NOT TO AVOID INSURANCES
 3.18.1
    
    Not to do or omit anything whereby any policy or policies of insurance for the time being in
force in respect of or including or covering the Demised Premises the Development or any
adjacent or nearby premises against any risk may become void or voidable or whereby the rate
of premium thereon may be increased and at all times to comply with all the proper
requirements of the insurers of the Demised Premises or the Development and to reimburse to
the Landlord upon demand any increase in the premium payable in respect of the insurance of
the Demised Premises or the Development or the Building resulting from a breach of this sub
clause AND if any damage to or destruction of the Demised Premises the Development or any
adjacent or nearby premises shall occur due to any of the Insured Risks and any insurance
money under any insurance effected under the terms of this Deed shall be irrecoverable by
reason solely or partly of any act or default of the Tenant or its servants agents under
lessees invitees or anyone for whom the Tenant is responsible then the Tenant will forthwith
pay to the Landlord on demand the whole or (as the case may be) the irrecoverable part of the
cost (including any costs of site and debris clearance and architects quantity surveyors
engineers and other professional persons fees and incidental expenses) of making good such
damage or destruction
 3.18.2
    
    Not to effect any insurance against any of the Insured Risks in respect of or relating to
the Demised Premises
 3.18.3
    
    As soon as practicable after the happening of any event or thing against which insurance has
been effected by the Landlord to give notice thereof to the Landlord
 COMPLIANCE WITH STATUTORY REQUIREMENTS
 3.19.1
    
    At all times during the Term at the Tenants own expense to observe and comply in all
respects with the provisions and requirements of any and every enactment (which expression in
this covenant includes as well any and every act of Parliament already or hereafter to be
passed as any and every notice direction order regulation bye-law rule and condition already
or hereafter to be made under or in pursuance of or deriving effect from any such Act or
presented or represented by any public local or other authority) so far as they relate to or
affect the Demised Premises or the lessor or the lessee thereof or the occupation or the user
thereof for any purposes or the employment therein of any person or persons or any fixtures
machinery plant or chattels for the time being affixed thereto or being thereupon or used for
the purposes thereof
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3.19.2
    
    To execute all works and provide and maintain all arrangements which by or under any
enactment or by any Government Department Local Authority or other Public Authority or duly
authorised officer or Court of competent jurisdiction acting under or in pursuance of any
enactment are or may be directed or required to be executed provided or maintained at any time
during the Term upon or in respect of the Demised Premises or in respect of any user thereof
or employment therein of any person or persons or fixture machinery plant or chattels and
whether by the landlord or tenant thereof3.19.3
    
    To indemnify the Landlord at all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or maintenance of any arrangements
so directed or required as aforesaid and not at any time during the Term to do or omit or
suffer to be done or omitted in or about the Demised Premises any act or thing by reason of
which the Landlord may under any enactment incur or have imposed upon them or become liable to
pay any penalty damages compensation costs charges or expenses3.19.4
    
    To pay to the Landlord upon demand a fair proportion (to be conclusively determined by the
Landlord or its Surveyor for the time being) of all costs charges and expenses (including
Surveyors architects and other professional advisers fees) incurred by the Landlord of or
incidental to:
 3.19.4.1
    
    complying with all provisions and requirements of any and every enactment or
prescribed or required by any Public Local or other Authority and3.19.4.2
    
    executing all works and providing all arrangements which may be directed or
required as aforesaid so far as the same relate to any premises capable of being used
or enjoyed by the Tenant in common or jointly with any other person or persons of the
user thereof
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GIVE PARTICULARS OF DOCUMENTS
 3.20
    
    Within fourteen days of the receipt of notice of the same to give full particulars to the
Landlord of any permission notice order or proposal for a notice or order relevant to the
Demised Premises or to the use or condition thereof or otherwise concerning the lessor or
lessee thereof made given or issued to the Tenant or the occupier of the Demised Premises by
any Government Department or Public or Local Authority and if so required by the Landlord to
produce such permission notice order or proposal to the Landlord and without delay to take all
reasonable or necessary steps to comply therewith and also at the request of the Landlord to
make or join with the Landlord in making such objections or representations against or in
respect of any such notice order or proposal as aforesaid as the Landlord shall reasonably
deem expedient
 ALIENATION
 3.21
    
    (A)
    
    Subject to Clause (8) below, not to assign transfer underlet charge or part with or share
the possession or occupation of the Demised Premises or any part thereof or suffer any person
or company to occupy or share the occupation of the Demised Premises or any part thereof
whether as a licensee or otherwise except in accordance with this sub-clause (21)(B)
    
    Notwithstanding the restriction in sub-clause (A) above the Tenant shall be
entitled without obtaining any consent from the Landlord to permit any wholly owned
subsidiary of the Tenant (as defined in Section 736 Companies Act 1985) to occupy as
Licensee only part or parts of the Demised Premises if and so long as the conditions
set out in the remainder of this sub-clause (B) continue to be fulfilled, namely that
 (i)
    
    no relationship of Landlord and Tenant shall arise out of
such occupation(ii)
    
    written notice shall be given to the Landlord not later than
14 days after the commencement of such occupation giving details of the
identity of such subsidiary company and the basis upon which the Tenant and
such subsidiary company is associated and the extent of the Demised Premises
occupied
 20




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(iii)
    
    the Tenant shall provide such evidence that the Landlord may
require from time to time to satisfy itself that relationship of landlord and
Tenant has not arisen out of such occupation(iv)
    
    the occupation shall be terminated if the occupier shall
cease to be a wholly owned subsidiary company of the Tenant(v)
    
    the Tenant indemnifies the Landlord against all 10,sses
damage costs and expenses suffered or incurred by the Landlord as a result of
any breach by the Tenant or the subsidiary company of the provisions of this
sub-clause (B)
 (C)
    
    Not to assign the whole of the Demised Premises without the Landlords
consent which shall not be unreasonably withheld or delayed but which consent may be
granted to anyone or more of the following conditions:
 (i)
    
    that prior to or contemporaneously with the assignment the
Tenant shall have entered into an authorised guarantee agreement (as defined
in section 16 Landlord and Tenant (Covenants) Act 1995) in such form as the
Landlord may reasonably require;(ii)
    
    that any guarantor of the Tenants obligations under this
Lease shall have guaranteed to the Landlord that the Tenant will comply with
the terms of the authorised guarantee agreement referred to in sub-clause (21
XC) (i) on terms and in a form which the Landlord reasonably requires;(iii)
    
    subject as provided in sub-clause (21 )(C) (iv) if so
reasonably required by the Landlord that the proposed assignee shall have
procured:-
 3.21.1
    
    covenants with the landlord by a guarantor or guarantors reasonably acceptable to the
Landlord (but not being the Tenant) in the same form (mutatis mutandis) as those contained in
clause (21)(CXii)  ie: guarantee clause; and/or
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3.21.2
    
    a deposit with the Landlord of such sum not more than 6 months of the then current rent
first reserved by this Lease together with any VAT thereon on such terms as the Landlord may
reasonably require as additional security for the discharge of the Tenants obligations under
this Lease;
 (iv)
    
    if the proposed assignee is a company which is either the
holding company of the Tenant or a wholly owned subsidiary of the Tenant (as
both expressions are defined in Section 736 Companies Act 1985) (in this
clause referred to as Associated Company) prior to or contemporaneously with
the assignment the Tenant shall have procured if the proposed assignee is not
in the reasonable opinion of the Landlord of equivalent or greater financial
standing than the Tenant that the proposed assignee procures covenants by an
Associated Company (which is neither the Tenant nor that proposed assignee)
and which Associated Company in the reasonable opinion of the Landlord is of
equivalent or greater financial standing than the Tenant in the same terms
(mutatis mutandis) as those contained in clause (21 )(C) (ii)(v)
    
    if reasonably so required by the Landlord on any assignment
of the Demised Premises to procure that the assignee enter into a covenant
with the Landlord to pay the rents reserved by and perform and observe the
covenants on the part of the Tenant contained in this Lease.(vi)
    
    that the conditions set out in sub-clauses (21)(C)(i)  (v)
above are satisfied on or before the date of the assignment.
 REGISTER DEVOLUTION
 (D)
    
    Within 14 days after the execution of any Assignment Charge Transfer or
Underlease or the Assignment of an Underlease or any transmission by a reason of death
or otherwise affecting the Demised Premises or any part thereof to produce to and
leave with the Landlord or its Solicitors for the time being two certified copies of
the deed instrument or other document evidencing or affecting such dealing or
transmission and on each occasion to pay to the Landlord or such Solicitors a
registration fee of Thirty five Pounds (£35.00) or such other sum as the Landlord may
reasonably require for such registration and to procure that every sub-tenancy or
sub-lease of the Demised Premises or any part thereof shall
 22




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contain a similar covenant by the sub-tenant or sub-lessee and expressed to be for
the benefit of the Tenant and the Landlord
 PAY LANDLORDS COSTS
 3.22
    
    To pay to the Landlord all proper costs charges and expenses (including Solicitors Counsels
and Surveyors and other professional costs and fees) and Value Added Tax incurred by the
Landlord
 3.22.1
    
    in or in contemplation of any proceedings relating to the Demised Premises under
Section 146 or 147 of the Law of Property Act 1925 or the preparation and service of
Notice thereunder (whether or not any right of re-entry or forfeiture has been waived
by the Landlord or a Notice served under the said Section 146 is complied with by the
Tenant or the Tenant has been relieved under the provisions of the said Act and
notwithstanding forfeiture is avoided other than by relief granted by the Court) and
to keep the Landlord fully and effectively indemnified against all costs expenses
claims and demands whatsoever in respect of the said proceedings3.22.2
    
    in the preparation and service of a Schedule of Dilapidations at any time during or
after the Term3.22.3
    
    in connection with the recovery of arrears of rent due from the Tenant hereunder
 PLANNING
 3.23
    
    In relation to The Town and Country Planning Act 1990 (the Planning Act)
 3.23.1
    
    At all times- during the Term to comply in all respects with the provisions and
requirements of the Planning Act and all licences consents permissions and conditions
(if any) already or hereafter to be granted or imposed thereunder or under any
enactment repealed thereby so far as the same respectively relate to or affect the
Demised Premises or any part thereof or any operations works acts or things already or
hereafter to be carried out executed done or omitted thereon or the use thereof for
any purpose
 23




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3.23.2
    
    During the Term so often as occasion shall require at the expense in all respects
of the Tenant to obtain from the Local Authority the Local Planning Authority
and/or the Secretary of State for the Environment (or other appropriate Minister)
all such licences consents and permissions (if any) as may be required for the
carrying out by the Tenant of any operations on the Demised Premises or the
institution or continuance by the Tenant thereon of any use thereof which may
constitute development within the meaning of the Planning Act but so that the
Tenant shall not make any application for planning permission without the prior
written consent of the Landlord3.23.3
    
    To pay and satisfy any charge that may hereafter be imposed under the Planning Act
in respect of the carrying out or maintenance by the Tenant of any such operation or
the institution or continuance by the Tenant of any such use as aforesaid3.23.4
    
    Notwithstanding any consent which may be granted by the Landlord under this Lease
not to carry out or make any alteration or addition to the Demised Premises or any
change of use thereof (being an alteration or addition or change of use which is
prohibited by or forthwith the consent of the Landlord is required to be obtained
under this Lease and for which a planning permission needs to be obtained) before a
planning permission therefor has been produced to the Landlord and acknowledged by it
as satisfactory to it such acknowledgement not to be unreasonably withheld or delayed
but so that the Landlord may refuse so to express satisfaction with any such planning
permission on the grounds that the period thereof or anything contained therein or
omitted therefrom in the reasonable opinion of the Landlord or its Surveyor would be
or be likely to be prejudicial to the Landlords interest in the Demised Premises
whether during the Term or following the expiration or determination thereof3.23.5
    
    Unless the Landlord shall otherwise in writing direct to carry out before the
expiration or sooner determination of the Term any works stipulated to be carried out
 .to the Demised Premises as a condition of any planning permission which may have been
granted to or implemented by the Tenant during the Term whether or not the date by
which the planning permission requires such works to be carried out falls within the
Term3.23.6
    
    If and when called upon so to do to produce to the Landlord and its Surveyors and as
they may direct all such plans documents and other evidence as the Landlord
 24




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may reasonably require to satisfy themselves that the provisions of this covenant
have been complied with in all respects
 FIREFIGHTING EQUIPMENT
 3.24
    
    To keep the Demised Premises sufficiently supplied and equipped with such firefighting and
extinguishing appliances as shall from time to time be required by law or by the local or
other competent Authority or as shall be reasonably required by the Landlord and such
appliances shall be open to inspection and shall be maintained to the reasonable satisfaction
of the Landlord and also not to obstruct or permit or suffer to be obstructed the access to or
means of working such appliances or the means of escape from the Demised Premises in the case
of fire
 NOTICE OF RE-LETTING
 3.25
    
    During the six months immediately preceding the determination of the Term to permit the
Landlord or its agents to affix upon any part of the Demised Premises (but so as not to
obstruct the Tenants access) a notice as to the proposed re-Ietting or other disposal thereof
and to permit intending tenants or purchasers at reasonable times of the day to view the
Demised Premises
 NOT TO OBSTRUCT LIGHTS
 3.26
    
    Not to stop up or obstruct any windows or light belonging to the Demised Premises or to any
other building belonging to the Landlord or superior Landlord nor permit any new window light
opening doorway path drain or encroachment or easement to be made into against or upon the
Demised Premises and to give notice to the Landlord of any such which shall be made or
attempted and come to the Tenants notice and at the request and cost of the Landlord to adopt
such means and take such steps as may be reasonably required by the Landlord to prevent the
same
 25




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DEFECTIVE PREMISES ACT
 3.27
    
    Forthwith upon becoming aware of the same to give notice in writing to the Landlord of any
defect in the state of the Demised Premises which would or might give rise to an obligation on
the Landlord to do or refrain from doing any act or thing in order to comply with the duty of
care imposed on the Landlord pursuant to the Defective Premises Act 1972 and indemnity and
keep indemnified the Landlord from and against any losses claims actions costs or demands
arising from a failure to give such notice and at all times to display and maintain all
notices (including the wording thereof) which the Landlord may from time to time reasonably
display or require to be displayed at the Demised Premises
 DAMAGE TO ADJOINING PROPERTY
 3.28
    
    To pay to the Landlord the cost of any damage to adjoining premises of the Landlord caused by
the act neglect or default of the Tenant its agents servants or licensees and to hold and keep
the Landlord fully indemnified from and against all actions costs claims demands and liability
whatsoever in respect of injury including fatal injury or damage to any person or property due
to or arising from the act neglect or default of the Tenant its agents servants or licensees
 INDEMNITY
 3.29
    
    To keep the Landlord fully and effectively indemnified from and against all liabilities costs claims proceedings losses damages and expenses (whether in respect of physical or financial (     loss or any injury to or
the death of any person or damage to any property moveable or    immovable or the infringement disturbance or destruction of any right or easement or otherwise) arising directly or indirectly out of or in respect of:
 3.29.1
    
    the use or occupation of the Demised Premises or3.29.2
    
    the execution of any works upon the Demised Premises by the Tenant or its agents or3.29.3
    
    the state and condition of the Demised Premises or3.29.4
    
    any act or default of the Tenant or its agents or employees or anyone for whom the
Tenant is responsible or
 26




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3.29.5
    
    any matters arising out of the provision of Section 4 of the Defective Premises Act
1972 or3.29.6
    
    any leakage from or overflowing of tanks closets or Service Media in or forming part
of the Demised Premises
 save only insofar as the same may be the direct responsibility of the Landlord under the
express terms of this Deed or where the liability or other matter arises from an insured
risk
 VAT
 3.30
    
    All rents and other payments whatsoever due to the Landlord from the Tenant shall be
exclusive of Value Added Tax and the Tenant shall in addition pay the full amount of any Value
Added Tax or other similar tax chargeable in respect of such sum whether or not such tax is
imposed as a result of an election by or with the consent of the Landlord and the reference in
this sub-clause to Value Added Tax includes every levy imposition rate or tax imposed on the
supply of services articles or annual or periodical payments
 LANDLORDS COVENANTS
 4.
    
    The Landlord hereby covenants with the Tenant as follows:
 QUIET ENJOYMENT
 4.1
    
    That the Tenant paying the rents hereinbefore reserved on the days and in the manner
hereinbefore appointed for payment thereof and observing and performing the covenants and
conditions hereinbefore contained on the Tenants part to be observed and performed shall and
may peaceably and quietly hold and enjoy the Demised Premises during the Term without any
lawful interruption by the Landlord or any person rightfully claiming through under or in
trust for the Landlord4.2
    
    To use all reasonable endeavours to procure that the services to which the Tenant is required
to contribute by way of service charges hereunder are carried out as and when necessary
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4.3
    
    At all times to insure the Building (but excluding Tenants or trade fixtures) and to keep
the same insured subject to such limitations or exclusions as the Insurers may impose in some
insurance office of repute or with underwriters and through such agency as the Landlord shall
from time to time decide insuch sum as shall in the Landlords reasonable opinion represent
the full reinstatement value thereof (which for the avoidance of doubt may include reasonable
allowance for inflation) including Architects and Surveyors and other professional fees and
incidental expenses against loss or damage by the Insured Risks and against loss of three
years rent from time to time payable hereunder and on demand will produce or use reasonable
endeavours to procure the production to the Tenant of evidence of such insurance and of the
terms thereof and of the payment of the last premium therefore and as often as the Building
shall be destroyed or damaged by any of the Insured Risks then unless payment of the insurance
monies or any part thereof shall be refused in whole or in part by reason solely or in part of
any act or default of the Tenant its agents servants or any other person under the Tenants
control and subject to the Landlord being able to obtain any necessary Planning Consents and
all other necessary licences approvals and consents and subject to the necessary labour and
materials being and remaining available to procure the rebuilding and reinstatement of the
Demised Premises in accordance with the then existing bye-laws and regulations or any
competent authority affecting the same as quickly as reasonably possible.5.
    
    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLAREDas follows:
 RE-ENTRY
 5.1
    
    Notwithstanding and without prejudice to any other remedies and powers herein contained or
otherwise available to the Landlord if the rent reserved or any part thereof shall be unpaid
for twenty-one days after becoming payable (whether formally demanded or not) or if any
covenant on the Tenants part or condition herein contained shall not be performed or observed
or if the Tenant for the time being hereunder being a company shall enter into liquidation
whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation
without insolvency) or pass a resolution for winding up (save as aforesaid) or change the
liability of its shareholders from unlimited to limited or suffer a Receiver or administrative
Receiver to be appointed or an administration order made or being an individual or being more
than one individual anyone of them shall have a receiving order made against him or become
bankrupt or if the Tenant or if there shall be more than one Tenant any of them shall enter
into composition with their or his creditors or suffer any distress of execution to be levied
on their or his goods and in any such case it shall be lawful for the Landlord at any time
thereafter to re-enter upon the
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Demised Premises or any part thereof in the name of the whole and thereupon this demise
shall absolutely determine but without prejudice to any right of action or remedy of the
Landlord in respect of any breach non-observance or non-performance of any of the Tenants
covenants or any conditions herein contained
 SERVICES OF NOTICES
 5.2
    
    Any demand or notice requiring to be made given to or served on the Tenant or the Surety (if
any) hereunder shall be duly and validly made given or served if addressed to the Tenant or
the Surety respectively (and if there shall be more than one of them then anyone of them) and
it is left at or sent by Registered Post or Recorded Delivery Post addressed to (in the case
of a company) its registered office or (whether a company or an individual) its last known
address or (in the case of a notice to the Tenant) the Demised Premises. Any notice required
to be given to the Landlord shall be well and sufficiently given if sent by Registered Post or
Recorded Delivery Post addressed to the Landlord at its registered office. Any demand or
notice sent by post shall be conclusively treated as having been made given or served forty
eight hours after posting
 FRUSTRATION
 5.3
    
    Nothing herein shall render the Landlord or the Tenant liable in respect of any of the
covenants conditions or provisions hereinbefore contained if and so far only as the
performance and observance of such covenants conditions and provisions or anyone or more of
them shall hereafter become impossible or illegal under or by virtue of provisions of the
Planning Act but (save as hereinafter provided) the Term and the rent payable to the Landlord
in respect thereof shall not detem1ine by reason only of any change modification or
restriction of use of the Demised Premises or obligations or requirements hereafter to be made
or imposed under or by virtue of the Planning Act5.4
    
    Notwithstanding any of the covenants or agreement on the part of the Tenant contained in
clause 3 of this Lease above or any other provisions of this Lease the Tenant shall not be
liable to the Landlord whatsoever for any claim damages liability costs or expenses relating
to the presence of any waste or hazardous material or substance or any material or substance
likely to cause damage to the environment or be prejudicial to health which may have been in
or under the Demised Premises when the Tenant first took possession and nor shall the Tenant
be liable to incur any expenditure in complying with any lawful notice or requisition relating
to the removal treatment or making safe of any such waste
 29




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material or substance which may have been in or under the Demised Premises when the Tenant
first took possession
 USER
 5.5
    
    Nothing in this Lease contained shall imply or warrant that the Demised Premises may in
accordance with the Planning Act be used for the purpose herein authorised and the Tenant
hereby acknowledges and admits that the Landlord has not given or made at any time any
representation or warranty that any such use is or will be or will remain a permitted use
under the Planning Act
 POWER TO DEAL WITH NEIGHBOURLY LAND
 5.6
    
    Notwithstanding anything herein contained or consequent hereto and in derogation thereof the
Landlord and all persons authorised by it shall have power without obtaining any consent from
or making any compensation to the Lessee to dispose of and deal as it or they may think fit
with the Development (other than the Demised Premises) of any of the lands buildings or parts
of buildings and hereditaments adjacent adjoining or near to the Demised Premises or any part
thereof and to erect or suffer to be erected thereon or on any part thereof any buildings
whatsoever and to make any alterations or additions and carry out any demolition or rebuilding
whatsoever which it or they may think fit or desire to do to such land or buildings or any
part or parts thereof and without prejudice to the generality of the foregoing whether such
buildings alterations or additions shall or shall not affect or diminish the light or air
which may now or at any time during the Term be enjoyed by the Tenant or the tenants or
occupiers of the Demised Premises
 DISPUTES
 5.7
    
    Any dispute arising between the Tenant and any owner or occupier of adjacent or nearby
premises (other than the Landlord) as to any right or privilege or any party or other wall or
otherwise shall (if the Landlord so requires) be determined on behalf of the Tenant by the
Landlords Surveyor for the time being whose decision shall bind the Tenant and whose fees
shall be payable as he may direct
 30




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CESSER OF RENT
 5.8
    
    In case the Demised Premises or any part thereof shall at any time during the Term be
destroyed or damaged by the Insured Risks so that the Demised Premises or part thereof are
unfit for occupation and use and the policy or policies of insurance shall not have been
vitiated or payment of the policy monies refused in whole or in part in consequence of some
act or default of the Tenant or the Tenants servants or agents or anyone in the control of
the Tenant the rent first and thirdly hereinbefore reserved or a fair proportion thereof
according to the nature and extent of the damage sustained shall be suspended until the
Demised Premises or the relevant part thereof shall be again rendered fit for occupation and
use or until the expiration of three years from the date of the damage or destruction
whichever shall be the earlier and any dispute regarding the said cesser of rent shall be
referred to the award of a single Arbitrator to be appointed in default of agreement upon the
application of either party by the President for the time being of the Royal Institution of
Chartered Surveyors in accordance with the provisions of the Arbitration Act 1950 or any
statutory modification thereof for the time being in force PROVIDED AL WAYS that under no
circumstances shall the amount of rent which ceases to be payable hereunder exceed the amount
received by the Landlord in respect of loss of rent under the Policy referred to in Clause
4(2) hereof Provided that the Landlord has complied with its obligations as to insurance
hereunder
 FRUSTRATION OF REINSTATEMENT
 5.9
    
    That if any competent authority shall lawfully refuse permission for or otherwise lawfully
prevent any rebuilding or reinstatement of the Demised Premises or the same shall be otherwise
frustrated or prove impossible or impractical all relevant insurance monies (so far as
unapplied as aforesaid) shall (subject and without prejudice to the rights of any other
interested parties) be held by the Landlord (who shall in turn hold such relevant proportion
on trust for the Tenant) upon such trusts for the Landlord (with or without limited interests)
and in such proportions as shall be agreed having regard to the protection of their respective
interests in the Demised Premises and in case of any dispute between the Landlord and the
Tenant as to the terms of such trusts as aforesaid the same shall be referred to the
arbitration of some senior Conveyancing Counsel to be appointed upon the application of either
party by the President or the Vice-President for the time being of The Law Society and such
Counsel shall act in accordance with the provisions of the Arbitration Act 1950
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NON-WAIVER
 5.10
    
    The demand for and/or the acceptance of rent by the Landlord or its agents shall not
constitute and shall not be construed to mean a waiver of any of the covenants on the part of
the Tenant herein contained or of the penalty attached to the non-performance thereof
 LANDLORDS LIABILITY
 5.11
    
    The Landlord shall not in any circumstances incur any liability in respect of damage to
person or property or otherwise howsoever by reason of any act omission neglect default or
misfeasance of the Landlord its servants employees agents or independent contractors or by
reason of any accidental damage which may at any time be done to the Development or to the
Demised Premises or to any of the goods persons or property of the Tenant or of other person
caused by any act or default of any other tenant of the Landlord of the Development or any
adjoining and neighbouring premises or of any servant employee or contractor as aforesaid in
breach or neglect of his or her duty or by reason of any failure or malfunction of any plant
machinery or equipment in or about the Demised Premises and any services rendered to or for
the Tenant on the Tenants request or instructions by a servant or agent of the Landlord shall
be deemed to have been rendered by that person as servant of the Tenant
 NOTICE OF LANDLORDS BREACH
 5.12
    
    The Landlord shall not in any event be liable to the Tenant in respect of any failure of the
Landlord to perform any of its obligations to the Tenant hereunder whether expressed or
implied unless and until the Tenant has notified the Landlord of the facts giving rise to the
failure and the Landlord has failed within a reasonable length of time to remedy the same and
then in such case the Landlord shall be liable to compensate the Tenant (if at all) only for
loss or damage sustained by the Tenant after such reasonable time has elapsed
 NO IMPLIED EASEMENTS
 5.13
    
    Nothing herein contained shall operate expressly or impliedly to confer upon or grant to the
Tenant any easement right or privilege other than those expressly hereby granted and set out
in the First Schedule hereto
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VALUE ADDED TAX
 5.14
    
    Where by virtue of any of the provisions of this Deed the Tenant is required to payor repay
to the Landlord or to any other person any costs fees charges expenses or other sums in
respect of the supply of any goods or services by the Landlord or any other person the Tenant
shall also be required to pay and shall keep the Landlord indemnified against the amount of
any Value Added Tax which may be chargeable in respect of any such supply save to the extent
that such Value Added Tax is recovered by the Landlord or such other person
 DISTRAINT
 5.15
    
    If the Tenant shall make default in paying any sum (other than rent) referred to in clause 3
hereof such sum shall be recoverable (whether fom1ally demanded or not) as if rent in arrear
and the power of the Landlord to distrain upon the Demised Premises for rent in arrear
(including any such last mentioned sum) shall extend to and include any Tenants fixtures and
fittings not otherwise by law distrainable
 PARTY WALLS
 5.16
    
    All walls separating the Building from any adjoining building shall be party walls severed
medially and treated accordingly
 EFFECT OF INTERVENTION BY PLANNING AUTHORITY
 5.17
    
    If at any time during the Term the local planning authority for the area in which the Demised
Premises are situated shall declare that the use or mix of uses to which the Demised Premises
are now put by the Tenant (the current uses) is not authorised for the purposes of the Town
and Country Planning Act 1990 (as amended) as a result of changes in use of Units 1 2 or 3 or
the remainder of Unit 4 not included in this Lease occurring after the date hereof and shall
(whether by way of service of a breach of condition notice or an enforcement notice or
otherwise) require the cessation or modification in whole or part of the current uses of the
Demised Premises then the Tenant shall have the right at any time before the expiry of one
month after determination of any appeal or after the notice takes effect pursuant to
sub-clause (i) above on giving not less
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than one months notice in writing to the Landlord to terminate this Lease Provided always
that the Tenant shall have used all reasonable endeavours to obtain planning permission at
its own cost for the continuation of its use of the Demised Premises
 BREAK RIGHTS
 5.18
    
    The parties agree that:
 5.18.1
    
    if the Landlord desires to determine this Lease on 31 January 2008 and gives to the
Tenant not less than six calendar months prior notice in writing of its desire then
this Lease shall cease and determine on 31 January 2008.5.18.2
    
    if the Tenant desires to determine this Lease on 31 January 2008 and gives to the
Landlord not less than six calendar months prior notice in writing of its desire and
provided that the Tenant has up to and including 31 January 2008 paid the rents and
complied with the Tenants covenants this Lease shall cease and determine on 31
January 2008.
 5.19
    
    Any determination pursuant to clause 5.18 shall be without prejudice to any claim by either
party against the other in respect of any antecedent breach of any covenant or condition
contained in this Lease.5.20
    
    Time is of the essence in clause 5.18.5.21
    
    Upon determination of this Lease pursuant to clause 5.18 the Tenant shall deliver up the
Demised Premises with full vacant possession.
 ORDER
 5.22
    
    The parties confirm that:
 14 July.2005
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5.22.3
    
    Nicola Stapleton who was duly authorised by the Tenant to do so made a
statutory declaration dated 29 July 2005in accordance with the requirements of
section 38A(3 )(b) of the 1954 Act a copy of which statutory declaration is annexed to
this Lease
 5.23
    
    The Landlord and the Tenant confirm that there is no Agreement for Lease to which this Lease
gives effect5.24
    
    The parties agree that the provisions of sections 24 to 28 (inclusive) of the 1954 Act are
excluded in relation to the tenancy created by this Lease
 HEADINGS
 5.25
    
    The headings are for convenience of reference only and shall not form part of nor affect the
construction of this Deed
 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
 5.26
    
    A person who is not a party to this Lease shall have no right under the Contract (Rights of
Third Parties) Act 1999 to enforce any of its terms
 IN WITNESS
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(1)
    
    to pass with or without vehicles over the Estate Road and the Side Road for the purpose of
access to or egress from the Demised Premises
 (2)
    
    of free and uninterrupted passage of water soil electricity gas and telephone and telex
through the Estate Service Media now serving the Demised Premises and passing in under through
or over the Development or the Building
   (5)
    
    to escape in case of fire over and along the stairways and accessways cross-hatched green on
Plan No. 1 and Plan No.2
 (6)
    
    to keep and use a waste container in the service area at the rear of the Building and the
right of access thereto for all purposes in connection with the use thereof
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(1)
    
    The free and uninterrupted passage of water soil electricity and gas and telephone and telex
through the Estate Service Media which are now or may at any time during the Term (or during
the period of 21 years from the date hereof if shorter) be in on under or passing through or
over the Demised Premises with the right to lay connect to construct and maintain new services
and Estate Service Media and apparatus for the benefit of any adjacent or nearby premises the
right to repair maintain inspect and renew such existing and new services and Estate Services
Media and the right at any time but (except in emergency) after giving reasonable written
notice to enter the Demised Premises in the exercise of such rights the person exercising such
right causing a minimum of interference making good any damage caused to the Demised Premises
as quickly as possible but being under no liability to pay compensation
 (2)
    
    The right to build re-build or execute any other works upon any adjacent or nearby premises
(including any other part of the Development) in such manner as the Landlord or the person
exercising such right may reasonably think fit notwithstanding any interference with or damage
caused thereby to the Demised Premises but causing a minimum of interference (and making good
any damage caused thereby to the Demised Premises as quickly as possible) or to the access or
enjoyment of light or air to or in respect of the Demised Premises and without any liability
to pay compensation
 (3)
    
    The right at any time with or without workmen and equipment but (except in an emergency)
after giving reasonable prior written notice to enter the Demised Premises in order to:
 (a)
    
    inspect or view the condition of the Demised Premises
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(b)
    
    carry out work upon any adjacent premises and
 (4)
    
    The right of support and protection as is now enjoyed from the Demised Premises(5)
    
    The right of escape in case of emergency only over and along the stairs and passageway
hatched blue on Plan No. I and Plan No.2 for the use of Tenant of the Second Floor
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PART I
  PART II
  PART III
 1.
    
    All costs and expenses whatsoever incurred by the Landlord in inspecting maintaining
repairing renewing decorating and cleansing the exterior structure foundations roof and any
parts of the part of the Building edged purple on Plan No.3 used jointly by the Tenant any
undertenant and any other occupiers or Lessees of the Building or which are not the liability
of any tenant of the Landlord in the Building
 2.
    
    All costs expenses charges assessments impositions and other outgoings whatsoever incurred by
the Landlord in respect of the Building or the appurtenances thereto (save as provided for in
Part I of this Schedule) insofar as they relate exclusively to such part of the Building edged
purple on Plan No.3 as is not let or intended to be let
 PART IV
 1.
    
    The cost of maintaining repairing renewing the Side Road and the car parks serving the
Building
 2.
    
    Keeping tidy and tended the said car parking areas and any landscaped areas appurtenant to
the Building
 3.
    
    The cost of effecting and maintaining an insurance policy or policies against such risks and
in such sum as the Landlord may in its absolute discretion deem appropriate in
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respect of such parts of the Building as are not exclusively occupied or intended to be
exclusively occupied by a Lessee and in respect of such liability or liabilities (including
negligence) of the Landlord its agents servants and workmen in connection with or arising
out of the Building or the occupation maintenance or management thereof or any part thereof
and any plant equipment and machinery therein as the Landlord may in its absolute
discretion think fit
 4.
    
    The cost of carrying out any works or services of any kind whatsoever which the Landlord may
in its absolute discretion deem desirable or necessary for the purpose of maintaining the
services in or for the Building and the costs of any other services reasonably provided by the
Landlord from time to time for the better enjoyment or use of the Building by its occupiers
 PART V
  40




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THE FOURTH SCHEDULE
 
 41




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APPENDIX
 LANDLORDS NOTICE
 FORM OF NOTICE THAT SECTIONS 24 TO 28 OF THE LANDLORD AND TENANT ACT
1954 ARE NOT TO APPLY TO A BUSINESS TENANCY
 To:Hi Europe Limited (Registered Number:2802862) whose registered office is atWatermans Park, 40-52 High Street, Brentford, Middlesex TW8 OBB[Name and address of tenant]From:Seiko UK Limited (Registered Number: 1032911) whose registered officeis at SC House, Vanwall Business Park, Maidenhead, Berkshire SL6 4UW[Name and address of landlord]
 Premises:
    
    Part Unit 4, Ground and First Floor Premises, SC House, Vanwall
Road, Maidenhead, BerkshireDate:
    
    14 July 2005
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IMPORTANT NOTICE
 You are being offered a lease without security of tenure. Do not commit yourself to the lease
unless you have read this message carefully and have discussed it with a professional adviser
  If you commit yourself to the lease you will be giving up these important legal rights.
 
    
    You will have no right to stay in the premises when the lease ends
    
    Unless the landlord chooses to offer you another lease. you will need to leave the premises.
    
    You will be unable to claim compensation for the loss of your business premises, unless the lease
specifically gives you this right.
    
    If the landlord offers you another lease, you will have no right to ask the court to fix the rent.
 -
   But if you do not receive at least 14 days notice, you will need to sign a statutory declaration.
To do so, you will need to visit an independent solicitor (or someone else empowered to administer
oaths).
 43




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##### 



Signed as a Deed by SEIKO UK
    
    
    )LIMITEDacting by
    
    
    )Director
    
    /s/ ILLEGIBLEDirector/SecretarySigned as a Deed by HI EUROPE
    
    
    )LIMITEDacting by
    
    
    )DirectorDirector/Secretary
 44




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Signed as a Deed by SEIKO UK
    
    
    )LIMITEDacting by
    
    
    )DirectorDirector/SecretarySigned as a Deed by HI EUROPE
    
    
    )LIMITEDacting by
    
    
    )Director
    
    /s/ ILLEGIBLEDirector/Secretary
 45




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DATED 29 th July 2005
  
 STATUTORY DECLARATION
 
 
 
 1




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##### 



Nicola Stapleton 126 High Street, Oxford
 1.
    
    HI EUROPE LIMITED proposes to enter into a tenancy of premises at Part Unit 4, Ground and
First Floors, SC House, VanwaIl Road, Maidenhead, Berkshire for a term commencing on 1 August
2005.
 2.
    
    The tenant proposes to enter into an agreement with SEIKO UK LIMITED that the provisions of
sections 24 to 28 of the Landlord and Tenant Act 1954 (security of tenure) shall be excluded
in relation to the tenancy.
 3.
    
    The landlord has served on me/ the tenant a notice in the form, or substantially in the form,
set out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order
2003. The form of notice set out in that Schedule is reproduced below.
 4.
    
    I have/The Tenant has read the notice referred to in paragraph 3 above and accept(s) the
consequences of entering into the agreement referred to in paragraph 2 above.
   To:
    
    HI Europe Limited Watermans Park, BrentfordFrom:
    
    Seiko UK Limited of SC House, Vanwall Bus. ParkPremises:
    
    Unit 4 Ground and First Floor, SC House, Vanwall Road Maidenhead
 IMPORTANT NOTICE
 You are being offered a lease without security of tenure. Do not commit yourself to the
lease unless you have read this message carefully and have discussed it with a professional
adviser.
  If you commit yourself to the lease you will be giving up these important legal rights.
 
    
    You will have no right to stay in the premises when the lease ends.
    
    Unless the landlord chooses to offer you another lease, you will need to leave the premises.
    
    You will be unable to claim compensation for the loss of your business premises, unless the lease specifically
gives you this right.
    
    If the landlord offers you another lease, you will have no right to ask the court to fix the rent.
 2




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##### 



But if you do not receive at least 14 days notice, you will need to sign a statutory
declaration.
 To do so you will need to visit an independent solicitor (or someone else empowered to administer oaths).
  DECLARED at
    
    King Edward Street OxfordThis 29thday of July2005SIGNED by
    
    /s/ N. StapletonNAME (in capitals)
    
    N. STAPLETONPOSITION
    
    PARTNERBefore me(signature of person before whom declaration is made)A solicitor empowered to
administer oaths or (as appropriate)
 
 3