##### 



Exhibit 10.5.8
 DATED 1997
 SILK DEVELOPMENTS LIMITED
  BUSINESS and MARKET RESEARCH LIMITED
 LEASE
 Relating to portion of Building known as Wood Street Mill
Wood Street Macclesfield
  
 
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1
    
    PARTICULARS1.1.1
    
    the Landlord
    
    SILK DEVELOPMENTS LIMITEDwhose registered
office is situate at Adelphi Mill Grimshaw Lane
Bollington Cheshire1.1.2
    
    the Tenant
    
    BUSINESS & MARKET RESEARCH LIMITED
whose registered office is situate at
Buxton Road High Lane Stockport Cheshire SK6
8DX1.2
    
    the Premises
    
    ALL THATportion of the Building known as
Wood Street Mill Wood Street Macclesfield
comprising the first floor which premises are for
the purpose of identification only shown edged
red on plan A11.3
    
    Contractual Term
    
    Fifteen years from and including the 18th
day of August 19971.4
    
    Rent
Commencement Date
    
    being seven working days after completion
of the works1.5
    
    The Initial Rent
    
    £11,286.00 per annum1.6
    
    Interest Rate
    
    4% per year above the base lending rate of
Barclays Bank plc or such other bank being a
member of the Committee of London and
Scottish Bankers as the Landlord may from time to
time nominate in writing
 1




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1.7
    
    Permitted User
    
    Offices1.8
    
    Plans
    
    The plans A1 A2 A3 and B annexed hereto
 2
    
    DEFINITIONS2.1
    
    For all purposes of this lease the terms defined in clauses 1 and 2 have the meanings
specified2.2
    
    Building means Wood Street Mill Wood Street Macclesfield Cheshire and the
land forming the site thereof which for the purpose of identification only is shown
edged blue on plan B2.3
    
    the Insurance Rent means the sum which the Landlord shall pay by way of
premium
 2.3.1
    
    for insuring the Building and the loss of rent in accordance with its
obligations contained in this lease and2.3.2
    
    for insuring in such amount and on such terms as the Landlord shall
consider appropriate against all liability of the Landlord to third parties
arising out of or in connection with any matter including or relating to the
Building
 2.4
    
    Tenants Insurance Rent means 14.15% of the Insurance Rent2.5
    
    Insured Risks means fire lightning explosion aircraft (including articles dropped
from aircraft) riot civil commotion malicious persons earthquake storm tempest
flood bursting and overflowing of water pipes tanks and other apparatus and
impact by road vehicles and other such risks as the Landlord from time to time in
its reasonable discretion may think fit to insure against2.6
    
    Interest means interest during the period from the date on which the payment
is due to the date of payment both before and after any judgment at the Interest
 2




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Rate then prevailing or should the base rate referred to in clause 1.6 cease to exist
such other rate of interest as is most closely comparable with the Interest Rate
to be agreed between the parties or in default of agreement to be determined
by the Surveyor acting as an expert and not as an arbitrator2.7
    
    the 1954 Act means the Landlord and Tenant Act 1954 and all statutes
regulations and orders included by virtue of clause 3.142.8
    
    the Pipes means all pipes sewers drains mains ducts conduits gutters
watercourses wires cables channels flues and all other conducting media and
includes any fixings louvres cowls and any other ancillary apparatus which are
in on or under or which exclusively serve the Premises2.9
    
    the Planning Acts means the Town and Country Planning Act 1990 and all
statutes regulations and orders included by virtue of clause 3.142.10
    
    Rent means the Initial Rent until the First Review Date. Thereafter the Rent
means the sum ascertained in accordance with the Seventh Schedule. The term
rents includes both the Rent and the Insurance Rent and other sums reserved by
this Lease2.11
    
The Review Dates means 18th August 2002, the First Review Date and 18th
August 2007 references to a Review Date are reference to either of the Review
Dates.2.12
    
    User Covenants means the covenants set out in the second schedule2.13
    
    Surveyor means any person or firm appointed by the Landlord to perform any
of the functions of the Surveyor under this lease (including an employee of the
Landlord or a company that is a member of the same group as the Landlord
within the meaning of Section 42 of the 1954 Act and including also the person
or firm appointed by the Landlord to collect the rents) PROVIDED THATthe person
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2.14
    
    VAT means Value Added Tax or other
tax of a similar nature and unless otherwise expressly
stated all references to rents or other sums payable by the Tenant are exclusive of VAT2.15
    
    The Works means the works listed in the Eighth Schedule
 3 INTERPRETATION
 3.1
    
    The expression the Landlord and the
Tenant wherever the context so admits include the
person for the time being entitled to the reversion immediately expectant on the
determination of the Term and the Tenants successors in title respectively and any reference
to a superior landlord includes the Landlords immediate reversion (and any superior
landlords) at any time3.2
    
    Where the Landlord the Tenant or the Guarantor for the time
being are two or more persons
obligations expressed or implied to be made by or with such party are deemed to be made by or
with such persons jointly and severally3.3
    
    Words importing one gender include all other genders and
words importing the singular include
the plural and vice versa3.4
    
    The expression Guarantor includes not only the
third party to this lease (if any) but any
person who enters into a covenant with the Landlord pursuant to clauses
5.9.6 5.9.7 or 5.233.5
    
    The expression the Premises includes :
 3.5.1
    
    the floor and ceiling finishes of the floor slabs and ceiling slabs that
bound the premises3.5.2
    
    the inner half severed medially of the internal non-load bearing walls
that divide the Premises from any adjoining parts of the Building
 4




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3.5.3
    
    the doors and window frames at the Premises3.5.4
    
    all additions and improvements to the Premises3.5.5
    
    all the Landlords fixtures and fittings and fixtures of
every kind which shall
from time to time be in or upon the Premises (whether originally affixed or fastened
to or upon the Premises or otherwise) except any such fixtures installed by the Tenant
that can be removed from the Premises without defacing the Premises3.5.6
    
    all Pipes in on under or over and which exclusively serve the Premises3.5.7
    
    any equipment or apparatus that is in or on and that exclusively serve
the Premises
 3.6
    
    The expression the Term includes the Contractual
Term and any period of holding-over
or extension or continuance of the Contractual Term whether by statute or common law3.7
    
    References to the last year of the Term include
the last year of the Term if the Term
shall determine otherwise than by effluxion of time and references to
the expiration of the
Term include such other determination of the Term3.8
    
    References to any right of the Landlord to have access to the
Premises shall be construed as
extending to any superior landlord and any mortgagee of the Premises and to all
persons authorised by the Landlord and any superior landlord or mortgagee where such
superior lease or mortgage grants such rights of access to the Superior Landlord or Mortgagee
(including agents professional advisers contractors workmen and others) PROVIDED THATsuch
persons shall have sufficient reason to require access to the premises3.9
    
    Any covenant by the Tenant not to do an act or thing shall be
deemed to include an obligation
to use reasonable endeavours not to permit or suffer such act or
 5




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3.10
    
    Any provisions in this lease referring to the consent or
approval of the Landlord shall be
construed as also requiring the consent or approval of any existing mortgagee of the Premises
and any existing superior landlord where such consent or approval shall be required and the
land shall use all reasonable endeavours to obtain such consent or
approval with all due
expedition
 3.11
    
    References to consent of the Landlord or words to
similar effect mean a consent in
writing signed by or on behalf of the Landlord and to approved andauthorised or words
to similar effect mean (as the case may be) approved or authorised in writing
by or on behalf of the Landlord
 3.12
    
    The terms the parties or party mean
the Landlord and/or the Tenant but except where
there is an express indication to the contrary exclude the Guarantor
  3.14
    
    Any references to a specific statute include any statutory extension
or modification amendment or re-enactment of such statute and any
regulations or orders made
under such statute and any general reference statute or statutesincludes any regulations
or orders made under such statute or statutes
 3.15
    
    References in this lease to any clause sub-clause or schedule
without further designation
shall be construed as a reference to the clause sub-clause or
schedule to this lease so
numbered
 3.16
    
    The clause paragraph and schedule headings do not form part
of this lease and shall not be
taken into account in its construction or interpretation
  6




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4 DEMISE
 EXCEPTING AND RESERVING TO HOLD SUBJECT YIELDING AND PAYING
 4.1
    
    The Rent payable without any deduction by equal quarterly
payments in advance
and4.2
    
    By way of further rent the Tenants Insurance Rent payable on demand
in accordance with clause 74.3
    
    By way of further rent a fair proportion to be reasonably determined by
the Landlord of all sums expended by the Landlord in connection with
the matters referred
to in the Sixth Schedule
 5 THE TENANTS COVENANTS
  5.1
    
    Rent
 5.1.1
    
    to pay the rents on the days and in the manner set out in this lease and
not to exercise or seek to exercise any right or claim to withhold rent or
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5.1.2
    
    if so required in writing by the Landlord to make such payments by bankers
standing order or credit transfer to any bank and account in the United Kingdom that
the Landlord may from time to time nominate
 5.2
    
    Outgoings and VAT
 5.2.1
    
    To pay and to indemnify the Landlord against all rates taxes
assessments duties
charges impositions and outgoing which are no w or during the
Term shall be charged
assessed or imposed upon the Premises or upon the owner or occupier of them
(excluding any payable by the Landlord occasioned by receipt of the rents or by any
disposition of or dealing with or ownership of any interest reversionary to the interest
created by this Lease) and if the Landlord shall suffer any loss of rating relief which
may be applicable to empty premises after the end of the Term by
reason of such relief
being allowed to the Tenant in respect of any period before the end of the Term to make
good such loss to the Landlord and5.2.2
    
    VAT which may from time to time be charged on rents or other
sums payable by
the Tenant under this Lease
 5.3
    
    Electricity, gas and other services consumed
  5.4
    
    Repair, cleaning, decoration etc
 5.4.1
    
    To repair the Premises and keep them in repair and in addition as and when
necessary to carry out all works of rebuilding reinstatement and renewal of the
Premises excepting damage caused by inherent defects or
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an Insured Risk other than where the insurance money is
irrecoverable in consequence of any act or default of the Tenant or anyone at
the Premises expressly or by implication with the Tenants authority5.4.2
    
    To replace from time to time the Landlords fixtures and fittings in
the Premises which may be or become beyond repair at any time during
or at the expiration
of the Term5.4.3
    
    To clean the Premises and keep them in a clean condition5.4.4
    
    Not to deposit or permit to be deposited any waste rubbish or
refuse on the
Common Parts5.4.5
    
    In the last year of the Term to redecorate the interior of the Premises in
a good and workmanlike manner and with appropriate materials of good quality to the
reasonable satisfaction of the Landlord
 5.5
    
    Waste and alterations
 5.5.1
    
    Not to :
 5.5.1.1
    
    commit any waste5.5.1.2
    
    make any addition to the Premises5.5.1.3
    
    unite the Premises with any adjoining premises5.5.1.4
    
    make any alteration to the Premises save as permitted by
the following provisions of this clause
 5.5.2
    
    Mot to make any internal non-structural alterations to the Building without:
 5.5.2.1
    
    obtaining and complying with all necessary consents of any competent
authority and paying all charges of any such authority in respect of such
consents5.5.2.2
    
    making an application to the Landlord supported by
 9




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drawings and where appropriate a specification in duplicate
prepared by an architect (who shall supervise the work
throughout to completion)5.5.2.3
    
    paying the fees of the Landlord and any superior landlord any
mortgagee and their respective professional advisers and5.5.2.4
    
    entering into such covenants as the Landlord may require as to the
execution and reinstatement of the alterations
  5.5.3
    
    To remove any additional buildings additions alterations or improvements
made to the Premises or any demountable partitions installed in the Premises at the
expiration of the Term if so requested by the Landlord and to make good any part or
parts of the Premises which may be damaged by such removal5.5.4
    
    Not to make connection with the Pipes otherwise than in accordance with plans and
specifications approved by the Landlord subject to consent to make such connection having
previously been obtained from the competent statutory authority or undertaker
 5.6 Aerials, signs and advertisements
 10




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5.6.1
    
    Not to erect any pole mast or wire (whether in connection
with telegraphic telephonic radio or television communication or
otherwise) upon the
Premises5.6.2
    
    Not to affix to or exhibit on the outside of the Building or to
or through any window of the Building nor display anywhere on the Premises any
placard sign notice fascia board or advertisement except any sign permitted by virtue of
any consent given by the Landlord pursuant to a covenant contained in this Lease
 5.7
    
    Statutory obligations
 5.7.1
    
    At the Tenants own expense to execute all works and
provide and maintain
all arrangements upon or in respect of the Premises or the use to which the Premises are
being put that are required in order to comply with the requirements of any statute
(already or in the future to be passed) or any government department, local authority
other public or competent authority or court of competent jurisdiction regardless
of whether such requirements are imposed on the lessor the lessee or
the occupier5.7.2
    
    Not to do in or near the Premises any act or thing by reason
of which the
Landlord may under any statute incur have imposed upon it or become liable to pay
any penalty damages compensation costs charges or expenses5.7.3
    
    Without prejudice to the generality of the above to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law
or by any byelaws applicable to the Premises or in regard to carrying on the trade or
business for the time being carried on the
 11




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5.8
    
    Access of Landlord and
notice to repair
 5.8.1



    To permit the Landlord upon reasonable notice except in the case of emergencies5.8.1.1

    to enter upon the Premises for the purpose of ascertaining
that the covenants and conditions of this lease have been observed and
performed5.8.1.2

    to view (and to open up floors and other parts of the
Premises where such opening-up is required in order to
view making good all damage thereby caused) the state of
repair and condition of the Premises and5.8.1.3

    to give to the Tenant (or leave upon the Premises) a notice
specifying any repairs cleaning maintenance or painting that the Tenant
has failed to execute in breach of the terms of this lease and to
request the Tenant immediately to execute the same including the making
good of such opening-up (if any)5.8.1.4

    to carry out work to the Building which cannot reasonably
be carried out without access to the Premises5.8.1.5

    to exercise any right granted to or reserved to the Landlord
  12




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(1)
    
    such entry shall only be obtained where it is not reasonably possible to exercise the
right in question without gaining such entry
 (2)
    
    the interference thereby caused shall be kept to a reasonable minimum
 (3)
    
    the Landlord shall procure that all damage thereby caused to
the Premises and/or to the
Tenants fixtures and fittings shall be expeditiously remedied to the
Tenants reasonable
satisfaction
 5.8.2
    
    Immediately to repair cleanse maintain and paint the Premises
as required by
such notice5.8.3
    
    If within two month of the service of such a notice the
Tenant shall not have
commenced and be proceeding diligently with the execution of the work referred to in
the notice to permit the Landlord to enter the Premises to execute such work
as may be necessary to comply with the notice and to pay to the Landlord the cost of so
doing and all expenses incurred by the Landlord (including legal costs and
surveyors fees) within 14 days of a written demand
 5.9
    
    Alienation
 5.9.1
    
    Not to hold on trust for another or (save pursuant to a
transaction permitted
by and effected in accordance with the provisions of this lease) part with or share the
possession of the whole or any part of the Premises or permit another to occupy the whole
or any part of the Premises5.9.2
    
    Not to assign underlet or charge part only of the Premises5.9.3
    
    Not to underlet or charge the whole of the Premises without the prior
 13




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consent of the Landlord such consent not to be unreasonably withheld or delayed5.9.4
    
    Not to assign the whole of the Premises without the previous
written licence of the Landlord
which licence shall not be unreasonably withheld Provided that pursuant to the provisions of
Section 22 of the Landlord & Tenant (Covenants) Act 1995 hereinafter called the 1995 Act and
Section 19 (1A) of the Landlord and Tenant Act 1927 no licence shall
be granted if one or more
of the grounds or circumstances set out in Part 1 of the Fourth Schedule are met and to grant
such licence subject to the conditions set out in Part 2 of such Schedule subject in each case
to the provisions as to interpretation set out in Part 3 of such
Schedule Provided further that
a U.K. government department nationalised industry or public utility company to which the
Tenant proposes to assign this Lease shall be deemed to satisfy any financial criteria in the
Fourth Schedule5.9.5
    
    Prior to any permitted assignment to procure that the assignee enters into direct covenants
with the Landlord to perform and observe all the Tenants covenants and all other provisions
during the residue of the Term5.9.6
    
    Prior to an assignment to a limited company and if reasonably required by the landlord to
procure guarantors acceptable to the Landlord for the assignee who covenant with the Landlord
as surety (and jointly and severally if more than one) in terms similar to those set out in the
Fifth Schedule or in such other terms as the Landlord may reasonably specify5.9.7
    
    The Landlord may as a condition of giving consent to any
assignment of the Premises require
the Tenant to enter into a guarantee in the form of a deed embodying the terms set out in the
Fifth Schedule or in such other
 14




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reasonably comparable form which the Landlord (acting reasonably) may require subject to
such other terms complying with the requirements for an authorised guarantee as set out
in Section 16 of the 1995 Act (the guarantor under such guarantee being called in this
lease an authorised guarantor)5.9.8
    
    That each and every permitted underlease shall be granted without any fine or premium at a
rent not less than the then open market rental value of the Premises to be approved by the
Landlord prior to any such underlease or the Rent then being paid (whichever shall be the
greater) such rent being payable in advance on the days on which Rent is payable under this
lease and shall contain provisions approved by the Landlord:
 5.9.8.1
    
    prohibiting the undertenant from doing or allowing any act or thing in relation
to the underlet premises inconsistent
with or in breach of the provisions of this lease5.9.8.2
    
    for re-entry by the under-landlord on breach of any covenant
by the undertenant5.9.8.3
    
    imposing an absolute prohibition against all dispositions of
or other dealings
whatever with the Premises other than an assignment or charge of the whole5.9.8.4
    
    prohibiting any assignment or charge of the whole without the prior written consent
of the Landlord under this tease5.9.8.5
    
    prohibiting the undertenant from permitting another to occupy the whole or any
part of the Premises5.9.8.6
    
    imposing in relation to any permitted assignment or charge the
 15




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5.9.9
    
    Prior to any permitted underletting to procure that the undertenant enters
into direct covenants with the Landlord to the same effect as those
required of an assign5.9.10
    
    To enforce the performance and observance by every such undertenant
of the provisions of the underlease and not at any time either expressly or
by implication to waive any breach of the covenants or conditions on the
part of any undertenant or assignee of any underlease nor (without the
consent of the Landlord such consent not to be unreasonably withheld or
delayed) vary the terms or accept a surrender of any permitted underlease5.9.11
    
    In relation to any permitted underlease:
 5.9.11.1
    
    to ensure that the rent is reviewed in accordance with the
terms of the underlease5.9.11.2
    
    not to agree the reviewed rent with the undertenant
without the approval of the Landlord5.9.11.3
    
    where the underlease provides such an option not to agree
that the third party determining the rent in default of
agreement shall act as an arbitrator or as an expert without
the approval of the Landlord5.9.11.4
    
    not to agree upon the appointment of a person to act as the
third party determining the rent in default of agreement without
the approval of the Landlord5.9.11.5
    
    to incorporate as part of its submissions or representations
 16




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to that third party such submissions or representations as
the Landlord shall reasonably require5.9.11.6
    
    to give notice to the
Landlord of the details of the
determination of every rent review within 28 days provided that the
Landlords approvals specified above shall not be unreasonably withheld
 5.9.12
    
    Within 28 days of any assignment charge underlease or sub-underlease or any transmission or
other devolution relating to the Premises to produce for registration with the Landlords
Solicitor such deed or document or a certified copy of it and to pay the Landlords solicitors
reasonable charges for the registration of every such document such charges not being less than
£20.00 (twenty pounds)
 5.10
    
    Nuisance etc and residential restrictions
 5.10.1
    
    Not to do nor allow to remain upon the Premises anything
which in the opinion of the Landlord may be or become or cause
a nuisance annoyance disturbance inconvenience injury or damage
to the Landlord or its tenants or the owners or occupiers of the
Adjoining Property or any other adjacent or neighbouring premises5.10.2
    
    Not to use the Premises for a sale by auction or for any dangerous noxious
noisy or offensive trade business manufacture or occupation nor for
any illegal or immoral act or purpose provided that the permitted use
shall not be regarded as a breach of this covenant5.10.3
    
    Not to use the Premises as sleeping accommodation or for
residential purposes nor keep any animal fish reptile or bird anywhere on the
Premises
 17




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5.11
    
    Landlords costsTo pay to the Landlord all reasonable costs fees charges disbursements and expenses
(including without prejudice to the generality of the above those payable to
counsel solicitors surveyors and bailiffs) properly incurred by the Landlord in relation
to or incidental to:
 5.11.1
    
    every application made by the Tenant for a consent or licence required
by the provisions of this lease whether such consent or licence is
granted or refused or proffered subject to any qualification or condition
or whether the application is withdrawn5.11.2
    
    the preparation and service of a notice under the Law of Property Act
1925 Section 146 or incurred by or in contemplation of proceedings
under Section 146 or 147 of that Act notwithstanding that forfeiture is
avoided otherwise than by relief granted by the court5.11.3
    
    the recovery or attempted recovery of arrears of rent or other sums due
from the Tenant and5.11.4
    
    any steps taken in contemplation of or in connection with the
preparation and service of a schedule of dilapidations during or
after the expiration of the Term but if after the expiration of the Term
only in respect of wants of repair occurring during the Term and
where served within three months after the expiration of the Term
 5.12
    
    The Planning Acts
 5.12.1
    
    Not to commit any breach of planning control (such term to be construed as it
is used in the Planning Acts) and to comply with the provisions and requirements
of the Planning Acts that affect the Premises whether as
 18




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to the Permitted User or otherwise and to indemnify (both during or following the
expiration of the Term) and keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any contravention5.12.2
    
    At the expense of the Tenant to obtain all planning permissions and
to serve all such notices as may be required for the carrying out of any
operations or user on the Premises which may constitute Development
provided that no application for planning permission shall be made
without the previous consent of the Landlord5.12.3
    
    Subject only to any statutory direction to the contrary to
pay and satisfy any charge or levy that may subsequently be imposed under the
Planning Acts in respect of the carrying out or maintenance of any such
operations or the commencement or continuance of any such user5.12.4
    
    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
Premises or any change of use until :
 5.12.4.1
    
    all necessary notices under the Planning Acts have
been served and copies produced to the Landlord5.12.4.2
    
    all necessary permissions under the Planning Acts
have been obtained and produced to the Landlord and5.12.4.3
    
    the Landlord has acknowledged that every
necessary planning permission is acceptable to it the
Landlord being entitled to refuse to acknowledge its
acceptance of a Planning permission on the grounds
that any condition contained in it or anything omitted
 19




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from it or the period referred to in it would be (or be
likely to be) prejudicial to the Landlords interest in the
Premises or the Building whether during or following the
expiration of the Term
 5.12.5
    
    Unless the Landlord shall otherwise direct to carry out and
complete before the expiration of the Term:
 5.12.5.1
    
    any works stipulated to be carried out to the Premises by a date
subsequent to such expiration as a condition of any planning permission
granted for any Development begun before the expiration of the Term and5.12.5.2
    
    any Development begun upon the Premises in respect of which the
Landlord shall or may be or become liable for any charge or levy under
the Planning Acts
 5.12.6
    
    In any case where a planning permission is granted subject to conditions and if the Landlord so requires to provide security for the
compliance with such conditions and not to implement the planning
permission until security has been provided5.12.7
    
    If reasonably required by the Landlord but at the cost of the Tenant to
appeal against any refusal of planning permission or the imposition of
any conditions on a planning permission relating to the Premises
following an application by the Tenant
 5.13
    
    Plans, documents and information
 5.13.1
    
    If called upon to do so to produce to the Landlord or the Surveyor
all plans documents and other evidence as the Landlord may require
 20




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in order to satisfy itself that the provisions of this lease have been
complied with5.13.2
    
    If called upon to do so but not more frequent than may be reasonable to furnish
to the Landlord the Surveyor or any person acting as the third party determining the
Rent in default of agreement between the parties under any provisions for rent review
contained in this lease such information as may be requested in writing in relation to
any pending or intended step under the 1954 Act or the implementation of any provisions
for rent review
 5.14
    
    IndemnitiesTo be responsible for and to keep the Landlord fully indemnified against all damage
damages losses costs expenses actions demands proceedings claims and liabilities made
against or suffered or incurred by the Landlord arising
directly or indirectly out of :
 5.14.1
    
    any act omission or negligence of the Tenant or any persons at the
Premises expressly or impliedly with the Tenants authority or5.14.2
    
    any breach or non-observance by the Tenant of the covenants
conditions or other provisions of this lease or any of the matters to which
this demise is subject
 5.15
    
    Reletting boardsTo permit the Landlord at any time during the last six months of the Contractual Term and
at any time thereafter unless the Tenant shall have made a valid court application under
Section 24 of the 1954 Act or otherwise be entitled in law to remain in occupation or to a
new tenancy of the Premises (or sooner if the rents or any part of them shall be in arrear
and unpaid for longer than 28 days) to enter
 21




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##### 



upon the Premises and affix and retain anywhere upon the Premises a notice for
reletting the Premises and during such period to permit persons with the written authority
of the Landlord or its agent at reasonable times of the day to view the Premises
 5.16
    
    Encroachments
 5.16.1
    
    Not to stop up darken or obstruct any windows or light belonging to the
Building5.16.2
    
    To take all reasonable steps to prevent any new window light opening
doorway path passage pipe or other encroachment or easement being
made or acquired in against out of or upon the Premises and to notify
the Landlord immediately if any such encroachment or easement
shall be made or acquired (or attempted to be made or acquired) and at the
request of the Landlord to adopt such means as shall reasonably be
required to prevent such encroachment or the acquisition of any such
easement
 5.17
    
    Yield upAt the expiration of the Term :
 5.17.1
    
    to yield up the Premises in repair and in accordance with the terms
of this lease5.17.2
    
    to give up all keys of the Premises to the Landlord and5.17.3
    
    to remove all signs erected by the Tenant in upon or near the Premises and immediately to make good any damage caused by
such removal
 5.18
    
    Interest on arrears
 5.18.1
    
    If the Tenant shall fail to pay the rents or any other sum due under
 22




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##### 



this lease within 14 days of the date due whether formally demanded or
not the Tenant shall pay to the Landlord Interest on the rents or other sum
from the date when they were due to the date on which they are paid and such
Interest shall be deemed to be rent due to the Landlord5.18.2
    
    Nothing in the preceding clause shall entitle the Tenant to withhold or delay any payment of the rents or any other sum due under this
lease after the date upon which they fall due or in any way prejudice affect
or derogate from the rights of the Landlord in relation to such non-payment
including (but without prejudice to the generality of the above) under the
proviso for re-entry contained in this lease.
 5.19
    
    Statutory notices etcTo give full particulars to the Landlord of any notice direction order or proposal for the
Premises made given or issued to the Tenant by any local or public authority within
fourteen days of receipt and if so required by the Landlord to produce it to the Landlord
and without delay to take all necessary steps to comply with the notice direction or order
and at the request and cost of the Landlord to make or join with the Landlord in making
such objection or representation against or in respect of any notice direction order or
proposal as the Landlord shall deem expedient5.20
    
    KeyholdersTo ensure that at ail times the Landlord has and the local Police force has written notice
of the name home address and home telephone number of at least two keyholders of the
Premises
 23




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##### 



5.21
    
    Sale of reversion etcTo permit upon reasonable notice at any reasonable time during the Term prospective
purchasers or agents instructed in connection with the sale of the Landlords reversion or
of any other interest superior to the Term to view the Premises without interruption
provided they are authorised in writing by the Landlord or its agents5.22
    
    Defective premisesTo give notice to the Landlord upon becoming aware of any defect in the Premises which
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 provisions of this lease or the duty of care imposed on
the Landlord pursuant to the Defective Premises Act 1972 or otherwise and at all times to
display and maintain all notices which the Landlord may from time to time require to be
displayed at the Premises5.23
    
    New guarantorWithin 14 days of the death during the Term of any Guarantor or of such person
becoming bankrupt or having a receiving order made against him or having a receiver
appointed under the Mental Health Act 1983 or being a company passing a resolution to wind
up or entering into liquidation or having a receiver appointed to give notice of this to
the Landlord and if so required by the Landlord at the expense of the Tenant within 28 days
to procure some other person acceptable to the Landlord to execute a guarantee in respect
of the Tenants obligations contained in this lease in terms similar to those set out in
the Fifth Schedule5.24
    
    Landlords rightsTo permit the Landlord at all reasonable times during the Term to exercise
 24




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##### 



5.25
    
    The User Covenants
  5.26
    
    Interest after breach of Covenant
  5.26.1
    
    There being any breach by the Tenant of the covenants on the Tenants
part herein contained and5.26.2
    
    The Landlord having notified the Tenant in writing that by reason thereof
it will not for the time being accept any sums (including the rents) payable by the Tenant under the provisions of this lease
  (i)
    
    the date of the acceptance by the Landlord of the sum due or(ii)
    
    the
date that such breach has been remedied and the Tenant has so notified the Landlord
in writing
 6
    
    THE LANDLORDS COVENANTS
  6.1
    
    Landlords Works
  25




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##### 



6.2
    
    Quiet enjoyment
  7
    
    INSURANCE
 7.1
    
    Landlord to insure
  7.2
    
    Details of the Insurance
  7.2.1
    
    in such substantial and reputable insurance office or with such
underwriters and through such agency as the Landlord may from time
to time decide7.2.2
    
    for the following sums:
 7.2.2.1
    
    such sum as the Landlord shall from time to time reasonably consider
to be the full cost of rebuilding and reinstatement including
architects surveyors and other professional fees payable upon any
applications for planning permission or other permits or consents that
may be required in relation to the rebuilding
 26




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##### 



7.2.2.2
    
    the loss of Rent payable under this
lease from time to time (having regard to any review of rent which may
become due under this lease) for three years
 7.2.3
    
    against damage or destruction by the Insured Risks to the extent that
such insurance may ordinarily be arranged for properties such as the Premises
with an insurer of repute and subject to such excesses exclusions or limitations
as the insurer may require
 7.3
    
    Payment of Insurance Rent
  7.4
    
    Suspension of Rent
 7.4.1
    
    If and whenever during the Term:
 7.4.1.1
    
    the Premises or any part of them or access thereto are damaged or
destroyed by any of the Insured Risks except one against which
insurance may not ordinarily be arranged with an insurer of repute
for properties such as the Premises unless the Landlord has in fact
insured against that risk so that the Premises or any part of them
are unfit for occupation or use and
 27




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##### 



7.4.1.2
    
    payment of the insurance money is not refused in
whole or in part by reason of any act or default of the Tenant or anyone at
the Premises expressly or by implication with the Tenants authority or
the provisions of clause 7.4.2 shall have effect
 7.4.2
    
    When the circumstances contemplated in clause 7.4.1 arise the Rent or a fair proportion of
the Rent according to the nature and the extent of the damage sustained shall cease to be payable
until the Premises or the affected part or the Estate Roads or Pipes shall have been rebuilt or
reinstated so that the Premises or the affected part are made fit for occupation or use or until
the expiration of three years from the destruction or damage whichever period is the shorter (any
dispute as to such proportion or the period during which the Rent shall cease to be payable to be
determined in accordance with the Arbitration Acts 1950 to 1979 by an arbitrator to be appointed by
agreement between the parties or in default by the President for the time being of the Royal
Institution of Chartered Surveyors upon the application of either party)
 7.5
    
    Landlords obligations
 7.5.1
    
    when the circumstances contemplated in clause 7.4.1 arise the Landlord shall
use its best endeavours to obtain any necessary consents to enable the Landlord to
rebuild and reinstate the Premises and as soon as such consents have been obtained to
lay out all monies received in respect of such insurance (except sums in respect of
loss of rent) in repairing rebuilding or reinstating the demised premises so destroyed
or damaged
 28




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##### 



7.5.2
    
    If for any cause whatsoever outside the control of the Landlord the
repairing rebuilding or reinstatement of the demised premises shall be
prevented or frustrated then the said sums of money received in respect
of such insurance shall be paid to the Landlord7.5.3
    
    In relation to the policy of insurance effected by the Landlord pursuant to
its obligations contained in the Lease to produce to the Tenant on demand
a copy of the policy and the last premium renewal receipt
 7.6
    
    Tenants insurance covenants
  7.6.1
    
    to comply with all the requirements and recommendations of the insurers7.6.2
    
    not to do or omit anything that could cause any policy of insurance on
or in relation to the Premises to become void or voidable wholly or in
part nor (unless the Tenant shall have previously notified the Landlord and
have agreed to pay the increased premium) anything by which additional
insurance premiums may become payable7.6.3
    
    to keep the Premises supplied with such fire fighting equipment as the
insurers and the fire authority may require or as the Landlord may
reasonably require and to maintain such equipment to their satisfaction
and in efficient working order and at least once in every 6 months to
cause any sprinkler system and other fire fighting equipment to be
inspected by a competent, person7.6.4
    
    not to store or bring onto the Premises any article substance or liquid
of a specially combustible inflammable or explosive nature and to
comply with the requirements and recommendations of the fire authority
and the requirements of the Landlord as to fire precautions relating
 29




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##### 



7.6.5
    
    not to obstruct the access to any fire equipment or the means of escape
from the Premises nor to lock any fire door while the Premises are occupied7.6.6
    
    to give notice to the Landlord immediately upon becoming aware of the
happening of any event which might affect any insurance policy on or
relating to the Premises or upon the happening of any event against
which the Landlord may have insured under this lease7.6.7
    
    immediately to inform the Landlord in writing of any conviction judgment
or finding of any court or tribunal relating to the Tenant (of any director
or other officer or major shareholder of the Tenant) of such a nature as
to be likely to affect the decision of any insurer or underwriter to grant or
to continue any such insurance7.6.8
    
    if at any time the Tenant shall be entitled to the benefit of any
insurance on the Premises (which is not effected or maintained in
pursuance of any obligation contained in this lease) to apply all money
received by virtue of such insurance in making good the loss or damage
in respect of which such money shall have been received7.6.9
    
    if and whenever during the Term the Premises or any part of them are
damaged or destroyed by an Insured Risk and the insurance money
under the policy of insurance effected by the Landlord pursuant to its
obligations contained in this lease is by reason of any act or default of the
Tenant or anyone at the Premises expressly or by implication with the
Tenants authority wholly or partially irrecoverable immediately in every
such case (at the option of the Landlord) either:
 7.6.9.1
    
    to rebuild and reinstate at its own expense the Premises
 30




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##### 



7.6.9.2
    
    to pay to the Landlord on demand with Interest the
amount of such insurance money so irrecoverable in which event the
provisions of clause 7.4 shall apply
 8
    
    PROVISOS8.1
    
    Re-entry
  8.1.1
    
    the rents (or any of them or any part of them) under this lease are
outstanding for Twenty one days after becoming due whether formally
demanded or not or8.1.2
    
    there is a breach by the Tenant or the Guarantor of any covenant or other
term of this lease or any document supplemental to this lease or8.1.3
    
    an individual Tenant or an individual Guarantor
 8.1.3.1
    
    becomes bankrupt or8.1.3.2
    
    has an interim receiver appointed in respect of his property or8.1.3.3
    
    has a bankruptcy order made against him or
 8.1.4
    
    a company Tenant or company Guarantor
 31




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##### 



8.1.4.1
    
    enters into liquidation whether compulsory or voluntary
(but not if the liquidation is for amalgamation or
reconstruction of a solvent company) or8.1.4.2
    
    has a receiver appointed or8.1.4.3
    
    has an administration order made in respect of it or if8.1.4.4
    
    any person becomes entitled to exercise the powers
conferred on an administrative receiver in respect of it or
 8.1.5
    
    the Tenant enters into an arrangement for the benefit of its creditors or8.1.6
    
    the Tenant has any distress or execution levied on its goods the Landlord
may re-enter the Premises (or any part of them in the name of the whole)
at any time (and even if any previous right of re-entry has been waived)
and then the Term will absolutely cease but without prejudice to any
rights or remedies which may have accrued to the Landlord against the
Tenant or the Guarantor in respect of any breach of covenant or other
term of this lease (including the breach in respect of which the re-entry is
made)
 8.2
    
    Exclusion of use warranty
  8.3
    
    Entire understanding
  8.4
    
    Representations
 32




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##### 



8.5
    
    Licences etc under hand
  8.6
    
    Tenants property
  8.6.1
    
    the Landlord may as the agent of the Tenant sell such property and the
Tenant will indemnify the Landlord against any liability incurred by it to
any third party whose property shall have been sold by the Landlord in
the mistaken belief held in good faith (which shall be presumed unless
the contrary be proved) that such property belonged to the Tenant8.6.2
    
    if the Landlord having made reasonable efforts is unable to locate
the Tenant the Landlord shall be entitled to retain such proceeds of
sale absolutely unless the Tenant shall claim them within six months of
the date upon which the Tenant vacated the Premises and
 33




---



##### 



8.6.3
    
    the Tenant shall indemnify the Landlord against any damage
occasioned to the Premises and any actions claims proceedings costs
expenses and demands made against the Landlord caused by or related to
the presence of the property in or on the Premises
 8.7
    
    Compensation on vacating
  8.8
    
    Service of notices
  8.8.1
    
    the final words of Section 196(4)....and that service....
be
delivered shall be deleted and there shall be substituted ....and that
service shall be deemed to be made on the third Working Day after the
registered letter has been posted Working Day meaning any day from
Monday to Friday (inclusive) other than Christmas Day Good Friday and
any statutory bank or public holiday8.8.2
    
    any notice or document shall also be sufficiently served if sent by telex
telephone facsimile transmission or any other means of electronic
transmission to the party to be served and that service shall be deemed to
be made on the next following Working Day (as defined above)
and in this clause party includes the Guarantor
 9.
    
    Option to Determine on Notice
  34




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##### 



10.
    
    Option for Lease of Attic Area10.1
    
    If the Tenant wishes to take a Lease of the second floor of the Building (attic
Area) edged red on plan A2 and any time in the period 18th August 1997 to 17th
February 1998 (inclusive) gives to the Landlord not less than one months notice
of that wish then provided the Tenant has paid the rents and has substantially
performed and observed the material covenants contained in this Lease up to the
date of giving notice the Landlord must grant to the Tenant a Lease of the Attic
Area for a term expiring on 17th August 2012. The Lease of the Attic Area is to
be on the same terms and conditions as this Lease including for the avoidance of
doubt the Break Option in Clause 9 above but except as to the Initial Rent and the
Tenants Insurance Rent and to demise a right of way on foot only over the shared
stairs edged yellow on Plan A2.10.2
    
    The Initial Rent reserved by the Lease of the Attic Area is to be £11,522.00 per
annum and the Tenants insurance Rent is to be 14.45% of the Insurance Rent as
defined in this Lease.10.3
    
    The Lease of the Attic area shall commence two months from the expiry of the
notice referred to in Clause 10.1 and the Landlord covenants with the Tenant prior
to the commencement of the Lease to fit out the Attic Area to the same standard
as that in relation to the fitting out works of the Premises
 IN
WITNESS
 35




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##### 



FIRST SCHEDULE
 Rights Reserved
 1.
    
    The right at any time during the Term at reasonable times and upon reasonable
notice except in cases of emergency to enter (or in the cases of emergency to
break and enter) the Premises:-
 1.1
    
    to inspect the condition and state of repair of the Premises1.2
    
    to take schedules or inventories of fixtures and other items to be yielded
up on the expiry of the Term and1.3
    
    to exercise any of the rights granted to the Landlord elsewhere in this lease
 2.
    
    The right with the Surveyor and the third party determining the Rent in default of
agreement between the parties under any provisions for rent review contained in
this lease at any time and on reasonable prior notice to enter and inspect and
measure the Premises for all purposes connected with any pending or intended step
under the 1954 Act or the implementation of the provisions for rent review3.
    
    All rights of light air and other easements and rights nor or hereafter belonging to
or employed by the Premises from or over any adjacent or neighbouring land or
building4.
    
    The right to build or rebuild or alter any adjacent or neighbouring land or building
in any manner whatsoever and to let the same for any purpose or otherwise deal
therewith notwithstanding the light or air to the Premises is in any such case
thereby diminished or any other liberty easement right or advantage belonging to
the Tenant is thereby diminished or prejudicially affected5.
    
    The right to support and shelter and all other easements and rights now or
hereafter belonging to or enjoyed by all adjacent or neighbouring land or buildings
 36




---



##### 



an interest wherein in possession or reversion is at anytime during the term hereby
granted vested in the Landlord
 6.
    
    The right of the Landlords other Tenants and occupiers of the Building to
enter for the purpose of fire escape
 SECOND SCHEDULE
 The User Covenants
 1.
    
    User
 1.1
    
    To use the Premises for the Permitted User only1.2
    
    Not to discharge into any of the Pipes serving the Premises any oil
grease
or other deleterious matter or any substance which might be or become a
source of danger or injury to the drainage system1.3
    
    To clean both sides of ail windows and window frames in the Building at
least once every month
 2.
    
    Ceiling and floor loading
 2.1
    
    Not to bring or permit to remain on the Building any safes machinery
goods
or other articles which shall or may strain or damage the Building or any
part of it2.2
    
    Not without the consent of the Landlord to suspend anything from any
ceiling of the Building2.3
    
    On any application by the Tenant for the Landlords consent under
paragraph 2.2 the Landlord shall be entitled to consult and obtain the
advice of an engineer or other person in relation to the ceiling loading
proposed by the Tenant and the Tenant shall repay to the landlord on
 37




---



##### 



demand the fees of such engineer or other person
 3.
    
    Machinery
 3.1
    
    Not to install or use in or upon the Premises any machinery or apparatus
which will cause noise or vibration which can be heard or felt in nearby
premises or outside the Premises or which may cause structural damage3.2
    
    To keep all machinery and equipment upon the Premises properly
maintained and in good working order and for that purpose to employ
reputable contractors to be approved by the Landlord such approval not to
be unreasonably refused for the regular periodic inspection and
maintenance of them to renew all working and other parts as and when
necessary or when recommended by such contractors to ensure by
directions to the Tenants staff and otherwise that such plant apparatus
and machinery are properly operated and to avoid damage to the Premises
by vibration or otherwise
 4.
    
    Signs
  5.
    
    To insure the plate glass windows in the Premises
 THIRD SCHEDULE
  38




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##### 



FOURTH SCHEDULE
 PART 1
 Circumstances in which the Landlord may withhold his Licence to an assignment of the
Demised Premises
 1.
    
    The Tenant at the date of the application for the Licence is in material breach of
covenant under the terms of this Lease or is at any time after that date until
immediately prior to the assignment in material breach of covenant under the terms
of this Lease2.
    
    The use to which the proposed assignee intends to put the Demised Premises will
substantially reduce the value of the Landlords interest in the Building.3.
    
    The proposed assignee cannot demonstrate that it had net profits after tax for each
of the three completed financial years of the assignee (whether a company
partnership or individual) immediately preceding the date of the application for Licence
to Assign which exceed three times the aggregate amount of the rent reserved by this
Lease which in the opinion of the Landlord is likely to be payable during the three
years immediately following the date of the proposed Assignment4.
    
    A Judgment in the County Court has been registered at any time against the
proposed assignee5.
    
    The proposed assignee has not produced to the Landlord references which consist of
at least one Bankers reference from a Bank whose principal office is in the United
Kingdom one Accountants reference two trade references and one current landlords
reference6.
    
    There are arrears of rent or other monies due under this Lease to the Landlord at the
date of the request for the Licence to Assign and/or at the date of the assignment
 39




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##### 



PART 2
 Conditions subject to which any Licence to Assign may be granted by the Landlord
 1.
    
    The Landlord may require from the Tenants Solicitors an undertaking to the Landlords
Solicitors to pay all reasonable legal and surveyors costs disbursements and value added tax
on such matters arising on the application for Licence to Assign or incidental to it whether
or not the Licence is granted unless the landlord shall have acted in breach of its
obligation in relation thereto
 2.
    
    The Landlord may require the Assignment to be permitted by Licence by the Landlord prepared
by or on behalf of the Landlord at the Tenants cost such Licence to contain a provision that
it shall be void or voidable at the Landlords option (but without liability to repay any
fees then paid) if the Assignment is not completed within two months of the date of the
Licence such Licence also to contain a provision that the granting of the Licence is not
deemed to be a waiver of any breach of covenant on the part of the Tenant existing
immediately prior to the grant of the Licence such Licence also to contain such other
provisions as in the Landlords opinion are reasonable
 PART 3
 (Interpretation)
  1.
    
    For the purpose of calculating rent for any tests in this Schedule then rent shall be
deemed to include all rents reserved by this Lease including service charge and insurance and
assuming that any rent free period or period of reduced rent has elapsed and that rent at the
full rate is payable
 2.
    
    For the purpose of calculating net profits after tax the value of any rent free period(s)
being enjoyed by the assignee at any other premises shall be deducted from the
 40




---



##### 



3.
    
    Any dispute in relation to property valuation or net profits shall be determined by an expert
who in the case of property valuations shall be a member of the Royal Institution of Chartered
Surveyors and who in the case of net profits shall be a chartered accountant
 4.
    
    In the event that the parties cannot agree on the identity of an expert then either the
Landlord or the Tenant may apply for the appointment of an expert to the President for the
time being of the Royal Institution of Chartered Surveyors or the Institute of Chartered
Accountants in England and Wales as the case may be
 5.
    
    The fees and expenses of the expert including the cost of his nomination shall be borne as
the expert may determine but otherwise each party will bear its own costs
 6.
    
    The expert shall afford the Landlord and the Tenant an opportunity to make representations to
him and shall give written reasons for his determination
 7.
    
    If the expert shall die delay or become unwilling unfit or incapable of acting or if for any
other reason the President shall in his absolute discretion think fit he may on the
application of either the Landlord or the Tenant by writing discharge the expert and appoint
another in his place
 8.
    
    In the event of any circumstance or condition in this Schedule not being enforceable under
the provisions of Section 19 (1A) of the Landlord & Tenant Act 1927 then this shall not
prejudice the enforceability of the other parts of this Schedule
 FIFTH SCHEDULE
 FORM OF AUTHORISED GUARANTEE
 1.
    
    In this Deed the Assignee means the person or persons company or companies
 41




---



##### 



2.
    
    To the extent (but only to the extent) that the provisions of this Deed are not an
Authorised Guarantee complying with the provisions of Section 16 of the 1995 Act then
the same shall not be enforceable but such unenforceability shall not prejudice the
other parts of this Schedule
 3.
    
    The Authorised Guarantor covenants with and guarantees to the Landlord that the
Assignee shall at all times during the Term (but not for the avoidance of doubt so as to
impose on the authorised Guarantor any liability restriction of or other requirement of
whatever nature in relation to any time after the Assignee is released from its
covenants in this Lease by virtue of the 1995 Act) pay the rents and all other sums
reserved and made payable by this Lease and in the manner and at the respective times
appointed for their payment and shall perform and observe all the covenants on the part
of the Tenant and the conditions and provisions contained in the Lease and the
Authorised Guarantor will pay and make good to the Landlord on demand any losses damages
costs and/or expenses suffered or incurred by the Landlord by reason of any failure of
the Assignee to do so Provided that any neglect delay or forbearance of the Landlord in
enforcing or giving time to the Assignee for payment of such rents or other sums or the
performance or observance of any such covenants conditions and provisions or (but
subject to the overriding provisions of Section 18 of the 1995 Act) any variation in the
terms of this Lease (including but not by way of limitation any reviews of the rent or
licences or consents given by the Landlord or Deeds of Variation entered into between
the Landlord and the Assignee) or the transfer of the Landlords reversion or the
release of any one of the persons acting as Authorised
 42




---



##### 



4.
    
    The Authorised Guarantor covenants with the Landlord that if the Assignee goes into
liquidation and the Liquidator disclaims this Lease or if the Tenant for the time being is an
individual and becomes bankrupt and the Trustee in Bankruptcy disclaims this Lease the
Authorised Guarantor shall if required by the Landlord within three months of such event
accept from and execute and deliver to the Landlord a counterpart of a new Lease of the
Demised Premises for a term commencing on the date of such disclaimer and continuing for the
residue of the Term which (but for such disclaimer) would have then remained unexpired of the
Term such new lease to be at the cost of the Authorised Guarantor and to reserve the same
rents and other sums as were then reserved and made payable by this Lease and to contain
tenant covenants (as defined in the 1995 Act) as are no more onerous than those of this Lease
(but incorporating for the avoidance of doubt the provisions of any Deeds or documents
subsequently varying the Lease so far as the same may be applicable to an Authorised
Guarantee)
 5.
    
    It is agreed that the Authorised Guarantors obligations are as principal debtor in respect
of the obligations owed by the Assignee
 SIXTH SCHEDULE
 Expenses incurred by Landlord to be recovered from the Tenant
  43




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##### 



SEVENTH SCHEDULE
 The Rent and Rent Review
 1.
    
    For the purposes of this Schedule the terms defined in this paragraph 1 have the meanings
specified.
 1.1
    
    References to an arbitrator ar references to a person appointed by agreement between the
Landlord and the Tenant or in the absence of agreement within 14 days of one of them giving
notice to the other of his nomination nominated by the President on the application of either
made not earlier than six months before the relevant review date or at any time thereafter to
determine the rent under this Schedule.
 1.2
    
    The Assumptions
  1.2.1
    
    the assumption that no work has been carried out on the Premises during the Term by
the Tenant his subtenants or their predecessors in title that has diminished the rental
value of the Premises other than work carried out in compliance with clause 5.7.1.2.2
    
    the assumption that if the Premises have been destroyed or damaged they have been
fully rebuilt or reinstated.1.2.3
    
    the assumption that the covenants contained in this Lease on the part of the Tenant
have been fully performed and observed.1.2.4
    
    the assumption that the Premises are available to let by a willing Landlord to a
willing Tenant in the open market by one Lease (the Hypothetical Lease) without a
premium being paid by either party and with vacant
 44




---



##### 



1.2.5
    
    the assumption that the Premises have already been fitted out and equipped by and
at the expense of the incoming tenant so that they are capable of being used by the
incoming tenant from the beginning of the Hypothetical Lease for all purposes required by
the incoming tenant that would be permitted under this Lease.1.2.6
    
    the assumption that the Hypothetical Lease contains the same terms as this Lease
except the amount of the Initial Rent and any rent-free period allowed to the Tenant for
fitting out the Premises for his occupation and use at the commencement of the Term but
including the provisions for rent review on the Review Dates and except as set out in
subparagraph 1.2.7.1.2.7
    
    the assumption that the term of the Hypothetical Lease is equal in length to the
Contractual Term and that such term begins on the relevant review date that the rent
commences to be payable on that date and that the years during which the Tenant covenants
to decorate the Premises are at the same intervals after the beginning of the term of the
Hypothetical Lease as those specified in this Lease.1.2.8
    
    the assumption that the Hypothetical Lease will be renewed at the expiry of its term
under the provisions of the 1954 Act.1.2.9
    
    the assumption that every prospective willing Landlord and willing Tenant is able to
recover VAT in full.
 1.3
    
    The Disregards
  1.3.1
    
    disregard of any effect on rent of the fact that the Tenant his subtenants
or their predecessors in title have been in occupation of the Premises.
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1.3.2
    
    disregard of any goodwill attached to the Premises because the business of
the Tenant his subtenants or their predecessors in title in their respective
businesses is or was carried on there and1.3.3
    
    disregard of any increase in rental value of the Premises attributable at the
relevant review date to any improvement to the Premises carried out with consent where
required otherwise than in pursuance of an obligation except an obligation contained in
clause 5.7 to the Landlord or his predecessors in title either
 (a)
    
    by the Tenant his subtenants or their predecessors in title
during the Term or during any period of occupation before the Term or(b)
    
    by any tenant or subtenant of the Premises
before the commencement of the Term provided that the Landlord or his
predecessors in title have not since the improvement was carried out had
vacant possession of the relevant part of the Premises and
 1.3.4
    
    disregard of the taxable status of the Landlord or the Tenant for the purpose of VAT.
 1.4
    
    The President
  1.5
    
    A review period
  2.
    
    Ascertaining the Rent
 2.1
    
    The Rent
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2.2
    
    Agreement of the Rent
  2.3
    
    Open market rent
  2.4
    
    Conduct of the arbitration
  2.5
    
    Memoranda of agreement
  2.6
    
    Reimbursement of costs
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3.
    
    Payment of the Rent as ascertained
 3.1
    
    Where the Rent is not ascertained by a review date
  3.2
    
    where a review date is not a quarter day
  3.3
    
    Back-payment where review delayed
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4.
    
    Effect of counter-inflation provisions
  EIGHTH SCHEDULE
 1.
    
    New Ceiling2.
    
    Plastered throughout3.
    
    New electric wiring throughout4.
    
    New electric sockets and fluorescent lighting throughout5.
    
    Storage radiators installed6.
    
    Carpeted throughout (carpet tiles)7.
    
    Decorated throughout  Emulsion wails, Gloss woodwork8.
    
    New ladies and gents toilet facilities9.
    
    New kitchen area
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THE COMMON SEAL of
    )SILK DEVELOPMENTS LIMITED
    )
    
    
    
    
    [SEAL]was hereunto affixed in the
    )presence of:-
    )
 Director
    
    [ILLEGIBLE]Secretary
    
    [ILLEGIBLE]
 51