EXHBIT
      10.1

    DATED  11th
      October     2007

    


    


    


    


    


    


    PETTIFER
      ESTATES LIMITED  (1)

    


    and

    


    BIO-ANALYTICAL
      SYSTEMS LIMITED  (2)

    


    and

    


    BIOANALYTICAL
      SYSTEMS INC  (3) 

    


    


    


    
      
        

      



    AGREEMENT
      FOR LEASE

    of

    


    Office
      B Building 500

    Abbey
      Park, Stoneleigh, Warwickshire

     

    
      
 

    
 

    


    


    


    Lodders
      Solicitors LLP

    Stratford
      upon Avon


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      AGREEMENT
      is dated
      11th
      October
      2007 and is made BETWEEN:

    


    
      	
              (1)

            	
              PETTIFER
                ESTATES LIMITED
                (Company Number 03834274) whose registered office is at 50 Stratford
                Road
                Shipston-on-Stour Warwickshire CV36 4BA (“the
                Landlord”)
                and

            


    

    


    
      	
              (2)

            	
              BIO-ANALYTICAL
                SYSTEMS LIMITED (Company
                Number 03581072) whose registered office is at Building 28, Stoneleigh
                Deer Park, Kenilworth, CV8 2LQ (“the
                Tenant”)

            


    

    


    
      	
              (3)

            	
              BIOANALYTICAL
                SYSTEMS INC
                of
                Purdue Research Park, 2701 Kent Avenue West Lafayette IN47906 USA
                (“the
                Guarantor”)

            


    

    


    NOW
      IT IS HEREBY AGREED
      as
      follows:

    


    
      	
              1

            	
              Interpretation

            


    

    


    
      	
              1.1

            	
              In
                this Agreement unless the context otherwise
                requires:

            


    

    


    
      	 	
              (a)

            	
              Words
                importing any gender include every
                gender

            


    

    


    
      	 	
              (b)

            	
              Words
                importing the singular number only shall include the plural number
                and
                vice versa

            


    

    


    
      	 	
              (c)

            	
              Words
                importing persons include firms companies and corporations and vice
                versa

            


    

    


    
      	 	
              (d)

            	
              Any
                reference to any statute (whether or not specifically named) shall
                include
                any statutory modification or re-enactment of it for the time being
                in
                force and any order instrument plan regulation permission and direction
                made or issued under it or under any statute replaced by it or deriving
                validity from it

            


    

    


    
      	 	
              (e)

            	
              References
                to clauses schedules and annexures are references to the relevant
                clause
                in or schedule or annexure to this
                Agreement

            


    

    


    
      	 	
              (f)

            	
              Where
                any obligation is undertaken by two or more persons jointly those
                persons
                shall be jointly and severally liable in respect of that
                obligation

            


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    
      	 	
              (g)

            	
              Any
                obligation on the Landlord the Tenant or the Guarantor not to do
                or omit
                to do anything shall be deemed to include an obligation not to knowingly
                allow that thing to be done or omitted to be done by any person under
                its
                control

            


    

    


    
      	 	
              (h)

            	
              The
                headings to the clauses and schedules shall not affect the
                interpretation

            


    

    


    
      	
              1.2

            	
              In
                this Agreement (including the schedules) unless the context otherwise
                requires the following expressions shall have the following meanings
                (and
                the definitions in Schedule 1 Part 1 paragraph 1 shall also
                apply):

            


    

    


    “Appointments”
      means
      the appointments of the Professional Team to be entered into in the form of
      the
      appointments attached at schedule 5
      subject
      to such amendments as may be reasonably required by the members of the
      Professional Team with the Tenant’s approval (not to be unreasonably withheld or
      delayed)

    


    “Architect”
means
      Robothams Architecture of The Old Library 12 Church Street Warwick CV34 4AB
      or
      such other reputable firm or person as may from time to time be appointed in
      connection with the Landlord’s Works and approved by the Tenant (such approval
      not to be unreasonably withheld or delayed)

    


    “Building”
means
      the building to be constructed as part of the Building Works and known as
      Building 500, Abbey Park, Stoneleigh, Warwickshire (to include the Premises
      (as
      defined in the draft Lease) having a target Net Internal Area of 6,655 square
      feet and with 24 car parking spaces)

    


    “Building
      Contract”
means
      the contract or contracts to be entered into by the Landlord with the Building
      Contractor for the Landlord’s Works which shall be in the form of the JCT
      Standard Form of Building Contract with Contractors Design 1998 Edition (as
      amended by JCT amendments 1: 1999, 2:2000 3:2001 4: 2002 and 5:2003 and with
      such further amendments as the Landlord shall reasonably require and as shall
      be
      approved by the Tenant (such approval not to be unreasonably withheld or
      delayed) and which shall provide for a defects liability period of 12
      months

    


    “Building
      Contractor”
means
      such reputable building contractor as the Landlord may from time to time appoint
      in connection with the Landlord’s Works and notify to the Tenant in writing and
      as approved by the Tenant such approval not to be unreasonably withheld or
      delayed


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    “Building
      Works”
      means
      the construction of the Building as part of the Development as described in
      the
      Plans and Specifications

    


    “Completion
      Date”
means
      the latest of:

     

    
      
        	 	(i)	
                the
                  date 20 Working Days after the Practical Completion Date;
                  and

              


      

      
         

        
          
            	 	(ii)	
                    the
                      date 10 Working Days after delivery to the Tenant’s Solicitors of an
                      engrossed Lease

                  


          

        

      

    

     

    “CDM
      Regulations”
means
      The Construction (Design and Management) Regulations 1994 and any related codes
      of practice together with any requirements issued from time to time by the
      Health and Safety Executive

    


    “Consents”
      means
      all consents licences permissions and approvals whether of a public or private
      nature which are relevant in the context of the Development.

    


    “Development”
      means
      the construction of the Building

    


    “Employer’s
      Agent”
      means
P.C.M
      LIMITED
      (company
      number 03264983) whose registered office is at 50 Stratford Road Shipston on
      Stour CV36 4BA or such other reputable firm or person as the Landlord may from
      time to time appoint in connection with the Landlord’s Works and approved by the
      Tenant (such approval not to be unreasonably withheld or delayed)

    


    “Estimated
      Practical Completion Date”
means
      17th
      March
      2008 as extended (if at all) under clause 7

    


    “Expert”
means
      an independent chartered surveyor agreed upon between the parties or in the
      absence of agreement appointed on the application of either party by the
      President for the time being of the Royal Institution of Chartered Surveyors
      or
      his duly appointed deputy such person being an independent suitably qualified
      professional person (including but not limited to a solicitor a surveyor or
      planning counsel) having regard to the subject matter of the dispute with at
      least ten years post qualification experience in commercial property mattes
      similar to the subject matter of the dispute.

    


    “Gross
      External Area”
      means
      the gross external area in square feet measured in accordance with the Code
      of
      Measuring Practice published by the Royal Institution of Chartered Surveyors
      (Fifth Edition)


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    “Group
      Company” means
      a
      group company of the Tenant as defined in Section 42 of the Landlord and Tenant
      Act 1954. 

    


    “Landlord’s
      Fit-Out Works”
      means
      the works of fitting out performed on behalf of the Tenant by the Landlord
      as
      designed by the Tenant and specified in Schedule
      7

    “Landlord’s
      Works”
means
      the Building Works (subject to clause
      9)
      any
      Tenant’s Variations and the Landlord’s Fit-Out Works

    


    “Lease”
means
      the Lease of the Premises to be granted by the Landlord and accepted by the
      Tenant which shall be in the form of the draft attached at schedule 2
      subject
      to any alterations made pursuant to this Agreement

    


    “Licence
      for Alterations”
means
      the licence for alterations to be entered into between the parties in relation
      to the Tenants Works and which shall be in the form of the draft attached at
      schedule 3

    


    “Longstop
      Date”
means
      16th
      March
      2009 (as referred to in clause
      5.4)

    


    “Management
      Company” means
      Abbey (Deer) Park Management Limited (company number 5394746)

    


    “Minor
      Defects”
means
      any non-structural defects in the Landlord’s Works or unfinished works which do
      not materially interfere with the Tenant’s beneficial use and occupation of the
      Premises and which (in either case) would normally appear on a contractor’s
      snagging list

    


    “Necessary
      Consents”
means
      the Planning Permission all relevant planning permissions and all other building
      regulation approvals consents licences permissions and approvals whether of
      a
      public or a private nature which shall be necessary for the carrying out and
      completion of the Landlord’s Works or the Tenant’s Works as the case may
      be

    


    “Net
      Internal Area”
means
      the net internal area in square feet measured in accordance with the Code of
      Measuring Practice published by the Royal Institution of Chartered Surveyors
      (Fifth Edition)

    


    “Outstanding
      Works”
means
      any landscaping planting and seeding works comprised in the Landlord’s Works
      which it would not be appropriate or prudent to carry out until the next
      planting season following the Practical Completion Date


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Planning
      Agreement” means
      the
      planning agreement dated 24 September 2002 referred to at clause 2.1.47 of
      the
      draft lease

    


    “Planning
      Permission” means
      reserved matters consent reference W04/1229

    


    “Plans
      and Specifications”
means
      the plans and specifications annexed to this Agreement at schedule
      6

    


    “Practical
      Completion Date”
means
      the date certified by the Employer’s Agent as such in the Statement of Practical
      Completion relating to the Landlord’s Works 

    


    “Premises”
has
      the
      meaning attributed to it by the Lease

    


    “Professional
      Team”
means
      the Architect and the Structural Engineer

    


    “Property”
      means
      land and buildings known as North and South Deer Parks Stoneleigh Warwickshire
      registered at the Land Registry with title number WK351452

    


    “Rent
      Commencement Date”
means
      the date 6 months after the Practical Completion Date 

    


    “Stipulated
      Rate” means
      the
      rate per annum of three percent above the base rate from time to time of
      Barclays Bank plc (or where such base rate is not quoted such other rate as
      would in the reasonable opinion of the Landlord be the nearest equivalent
      thereto if such base rate were quoted

    


    “Statement
      of Practical Completion”
means
      the Statement of Practical Completion issued by the Employer’s Agent in
      accordance with clause
      9 and
      relating to the Landlord’s Works 

    


    “Structural
      Engineer”
means
      Cox
      Turner Morse Limited
      (company
      number 02158827) whose registered office is at Waterlinks House Richard Street
      Aston Birmingham B& 4AA or such other reputable firm of structural engineers
      as may from time to time be appointed in relation to the Landlord’s Works and
      approved by the Tenant (such approval not to be unreasonably withheld or
      delayed)


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “Tenant’s
      Delays”
means
      such period of time as may be reasonable in respect of any delay in the carrying
      out of the Landlord’s Works arising from or incidental to any Tenant’s
      Variations requested by the Tenant pursuant to clause
      7
      whether or not such Tenant’s Variations are actually carried out or any defects
      in the design of the Landlord’s Fit-Out Works which result in them not being
      capable of being readily incorporated into the Landlord’s Works in a timely
      manner or any failure by the Tenant to promptly provide further information
      design input or approvals in relation to the Landlord’s Fit-Out Works where
      requested pursuant to clause
      12

    


    "Tenant's
      Representative"
      means
      Bryan Green of Bioanalytical Limited and Mike Sutton of CB Richard Ellis,
      Cornwall Court, Cornwall Street, Birmingham, B3 2DT or such other person as
      the
      Tenant may from time to time appoint to act as its representative in relation
      to
      this Agreement

    


    “Tenant’s
      Variations”
      means
      such works as the Landlord may be obliged to carry out in addition to or omit
      from the Landlord’s Works at the cost of the Tenant under clause 7

    


    “Tenant’s
      Works”
      means
      that part of the Tenant’s fitting out works at the Premises so described in the
      specification annexed at schedule
      8 

    


    “VAT”
      means
      value added tax chargeable pursuant to the Value Added Tax Act 1994 or any
      tax
      of a similar nature that may be substituted for it or levied in addition to
      it

    


    “Warranties”
means
      the warranties by the Building Contractor and the Professional Team to be
      entered into in favour of the Tenant pursuant to clause
      4 in
      the
      form of the warranties attached at schedule 4
      subject
      to such amendments as may be reasonably requested by members of the Professional
      Team and approved by the Tenant (such approval not to be unreasonably withheld
      or delayed) 

    


    “Working
      Day”
means
      any day except Saturday Sunday and bank or other public holidays in
      England


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      
        	
                2

              	
                The
                  Tenant’s Representative

              


      

       

    

    
      	
              2.1

            	
              The
                Tenant may appoint the Tenant's Representative to carry out such
                of the
                functions of the Tenant under this Agreement as the Tenant in its
                absolute
                discretion may determine and which are to be notified by the Tenant
                to the
                Landlord from time to time

            


    

     

    
      	
              2.2

            	
              The
                Landlord shall be entitled to treat all communications, directions,
                representations of the Tenant's Representative as communications
                directions and representations of the Tenant, and the Landlord shall
                direct all communications to the Tenant through the Tenant's
                Representative other than under clause
                18
                or
                where specifically directed otherwise in writing by the
                Tenant

            


    

    


    
      	
              3

            	
              Landlord’s
                Building Obligation

            


    

    


    
      	
              3.1

            	
              The
                Landlord shall as soon as reasonably practicable after the date hereof
                and
                at its own expense diligently carry out or procure the carrying out
                of the
                Landlord’s Works and shall complete them in a good and workmanlike manner
                in accordance with good building practice and using all reasonable
                skill,
                care and attention and using only new suitable good quality materials
                and
                in accordance with:

            


    

    


    
      	 	
              (a)

            	
              all
                Necessary Consents;

            


    

    


    
      	 	
              (b)

            	
              all
                statutes from time to time in force which affect the Landlord’s
                Works;

            


    

    


    
      	 	
              (c)

            	
              the
                terms of this Agreement; 

            


    

    


    
      	 	
              (d)

            	
              all
                relevant British Standards and Codes of Practice from time to time
                in
                force unless otherwise agreed or unless otherwise provided in the
                Plans
                and Specifications;

            


    

    


    
      	 	
              (e)

            	
              the
                Plans and Specifications.

            


    

     

    
      	
              3.2

            	
              In
                relation to the Landlord’s Works the Landlord
                shall:

            


    

     

    
      	 	
              (a)

            	
              at
                its own cost obtain as soon as requisite all Necessary Consents and
                shall
                give all notices required to be given by statute or
                otherwise

            


    

    


    
      	 	
              (b)

            	
              not
                use or specify and shall procure that there are not used or specified
                any
                products or materials not conforming to all relevant British Standards
                and
                Codes of Practice now in force or which at the time of use are widely
                known to builders or consultants of the relevant discipline within
                Britain
                to be deleterious to health and safety or to the durability of buildings
                and/or other structures in the particular circumstances in which
                they are
                used (in any such case unless otherwise agreed or unless otherwise
                provided in the Plans and Specifications) and in the event the Landlord
                becomes aware that any non-conforming products or materials or goods
                have
                been or are being used or specified for use or are proposed to be
                used in
                the Landlord's Works the Landlord shall immediately notify the Tenant
                and
                shall take such steps as are necessary to prevent further use or
                specification of such products or
                materials

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    

      
        	
                3.3

              	
                The
                  Landlord shall enter into the Building Contract and (insofar as
                  it shall
                  not have done so before then) each of the Appointments as soon
                  as
                  reasonably practicable after the date hereof and shall use all
                  reasonable
                  endeavours to procure that during the carrying out of the Landlord's
                  Works
                  that the Contractor and the Professional Team are continuously
                  appointed
                  and given prompt and adequate instructions in accordance with the
                  terms of
                  the Building Contract or Appointments (as the case may
                  be)

              


      

      


      
        	
                3.4

              	
                The
                  Landlord shall at its expense provide or procure the provision
                  to the
                  Tenant of certified copies of the Building Contract and each Appointment
                  promptly following such being entered into and in any event on
                  or before
                  the Completion Date

              


      

      


      
        	
                3.5

              	
                The
                  Landlord will take all reasonable steps to ensure the due performance
                  and
                  observance of the duties and obligations on the part of the Building
                  Contractor under the Building
                  Contract

              


      

      


      
        	
                3.6

              	
                Insofar
                  as failure to do so would materially affect the rights of the Tenant
                  under
                  the Warranties, the Landlord will comply with its obligations to
                  the
                  Building Contractor and the Professional Team respectively under
                  the
                  Building Contract and the
                  Appointments

              


      

      


      
        	
                3.7

              	
                The
                  Landlord shall not make any alteration in the terms of the Building
                  Contract or the Appointments or agree to any release of the Contractor
                  or
                  any member of the Professional Team which would in either case
                  adversely
                  affect rights of the Tenant under the Warranties Provided that
                  this clause
                  3.7 shall not prevent the Landlord from determining the employment
                  of the
                  Building Contractor or the appointment of any member of the Professional
                  Team where the Landlord is otherwise entitled to do
                  so

              


      

      


      
        	
                3.8

              	
                No
                  approval or inspection or testing by or on behalf of the Tenant
                  shall in
                  any way relieve the Landlord or the Building Contractor or the
                  members of
                  the Professional Team (or any one or more of them) from their respective
                  obligations in respect of the design supervision and execution
                  of the
                  construction of the Landlord’s Works

              



        
          
             

          

          
            8

            
              

            

          

          
             

          

        

      

    

     

    
      	3.9 	Provided
              that the Tenant shall have first paid to the Landlord an agreed sum
              being
              a maximum of £278,452.00 the Landlord will procure that the Landlord’s
              Fit-Out Works are carried out and completed as part of the Landlord’s
              Works in accordance with the relevant provisions of this
              Agreement  


    

     

    
      
        	
                4

              	
                Warranties

              


      

       

    

    
      	
              4.1

            	
              The
                Landlord shall on or before the Completion Date procure that the
                duly
                executed Warranties are delivered unconditionally to the Tenant from
                the
                Building Contractor and each member of the Professional Team together
                with
                up to date professional indemnity insurance details in respect of
                each
                such warrantor

            


    

    


    
      	
              4.2

            	
              Notwithstanding
                anything else contained in this Agreement the Tenant may (but shall
                not be
                obliged to) delay completion of the Lease until the Warranties have
                been
                provided to it (but for the avoidance of doubt this clause
                4.2 shall
                not entitle the Tenant to delay completion of the Lease on the grounds
                that any evidence of professional indemnity cover for such warrantors
                is
                outstanding)

            



      
        	
                4.3

              	
                If
                  any replacement Building Contractor or member of the Professional
                  Team is
                  appointed in connection with the Landlord's Works after the delivery
                  of
                  the Warranties to the Tenant pursuant to clause 4.1, the Landlord
                  shall
                  procure that in relation to such replacement that there is delivered
                  to
                  the Tenant as soon as reasonably practicable after such replacement
                  appointment:

              


      

    

     

    
      	 	
              (a)

            	
              a
                certified copy of the Building Contract or its Appointment (as
                appropriate); and

            


    

     

    
      	 	
              (b)

            	
              a
                duly executed Warranty 

            


    

     

    
      	
              4.4

            	
              To
                the extent that the Landlord secures a parent company guarantee of
                the
                Building Contractor’s obligations under the Building Contract the Landlord
                shall (in addition to procuring a Warranty from the Building Contractor
                in
                favour of the Tenant) procure that such parent company enters into
                a
                guarantee of the Warranty in favour of the Tenant such guarantee
                to be in
                the form contained at schedule
                4

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    

      
        	
                5

              	
                Programme

              


      

    

    

      
        	
                5.1

              	
                The
                  Landlord will use all reasonable endeavours to procure that the
                  Practical
                  Completion Date occurs on or before the Estimated Practical Completion
                  Date PROVIDED THAT the Estimated Practical Completion Date shall
                  be
                  extended by such period or periods (if any) as may be properly
                  certified
                  by the Employer’s Agent to be due to any Tenant’s Delays or to any act or
                  omission of the Tenant or those for whom the Tenant is responsible
                  (including without prejudice to the generality of the foregoing
                  its
                  professional consultants and contractors) in any such case whether
                  arising
                  before or after the Estimated Practical Completion Date and such
                  extensions shall run consecutively or concurrently as may be fair
                  and
                  reasonable in the circumstances

              


      

      


      
        	
                5.2

              	
                The
                  Landlord shall keep the Tenant informed of any variations to the
                  Estimated
                  Practical Completion Date

              


      

      


      
        	
                5.3

              	
                If
                  the Practical Completion Date has not occurred for whatever reason
                  by the
                  Longstop Date then the Tenant may at any time thereafter (but not
                  after
                  the Practical Completion Date has occurred) by notice in writing
                  to the
                  Landlord terminate this Agreement and any such termination shall
                  be
                  without prejudice to any rights which any party to this Agreement
                  may have
                  against any other party in respect of any prior breaches of this
                  Agreement
                  or in respect of any sums payable hereunder down to the date of
                  termination and the Tenant shall forthwith cancel any entry it
                  may have
                  made at the Land Registry to protect this Agreement and (save where
                  the
                  Practical Completion Date has not occurred due to any Tenant’s Delays or
                  to any act or omission of the Tenant or those for when the Tenant
                  is
                  responsible (including without prejudice to the generality of the
                  foregoing its professional consultants and contractors)) the Landlord
                  shall promptly reimburse to the Tenant the cost of any Tenant’s Variations
                  which have been paid for by the Tenant pursuant to provisions of
                  clause 7
                  and the cost of any Tenant’s Works which have been carried out and paid
                  for by the Tenant pursuant to the terms of this Agreement together
                  with
                  the monies paid in accordance with clause
                  3.9

              


      

      


      
        	
                5.4

              	
                If
                  the Practical Completion Date has not occurred by the Longstop
                  Date for
                  any reason other than default on the part of the Landlord then
                  the
                  Landlord may at any time thereafter (but not after the Practical
                  Completion Date has occurred) by notice in writing to the Tenant
                  terminate
                  this Agreement and any such termination shall be without prejudice
                  to any
                  rights which any party to this Agreement may have against any other
                  party
                  in respect of any prior breaches of this Agreement or in respect
                  of any
                  sums payable hereunder down to the date of termination and the
                  Tenant
                  shall forthwith cancel any entry it may have made at the Land Registry
                  to
                  protect this Agreement and (save where the Practical Completion
                  Date has
                  not occurred due to any Tenant’s Delays or to any act or omission of the
                  Tenant or those for when the Tenant is responsible (including without
                  prejudice to the generality of the foregoing its professional consultants
                  and contractors)) the Landlord shall promptly reimburse to the
                  Tenant the
                  cost of any Tenant’s Variations which have been paid for by the Tenant
                  pursuant to provisions of clause 7 and the cost of any Tenant’s Works
                  which have been carried out and paid for by the Tenant pursuant
                  to the
                  terms of this Agreement together with the monies paid in accordance
                  with
                  clause 3.9

              


      


      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

     

    
      	6	
              Landlord’s
                Variations

            


    

    


    
      	6.1	
              The
                Landlord shall not make any variation or omissions to the Building
                Works
                without the prior written consent of the Tenant


            


    

    


    
      	6.2	
              The
                Landlord may vary or make omissions from the Landlord’s Works not
                comprising the Building Works Provided that where such variation
                or
                addition will have a material adverse effect upon the Premises (including
                the Net Internal Area) or the Tenant's use and enjoyment of them
                the
                Landlord shall first obtain the written consent of the Tenant (which
                shall
                not be unreasonably withheld or delayed where reasonable and proper
                provisions are made to meet the Tenant’s
                concerns)

            


    

    


    
      	6.3	
              Notwithstanding
                clauses
                6.1 and 6.2
                the Landlord may without any consent from the Tenant make variations
                or
                omissions to the Landlord’s Works
                where:

            


    

    


    
      	 	
              (a)

            	
              the
                variations or additions are required in order to comply with any
                statutes;
                and/or

            


    

    


    
      	 	
              (b)

            	
              the
                variations involve the substitution of materials where any materials
                specified in the Plans and Specification cannot be obtained or if
                their
                delivery at the appropriate time or at reasonable cost cannot be
                guaranteed and such alternative materials are of equivalent or superior
                standard and appearance; and/or

            


    

    


    
      	 	
              (c)

            	
              the
                variations are insubstantial or immaterial and of a routine nature
                Provided that such variations or additions referred to in this
                clause
                6.3(c)
                will not result in any of the
                following:

            


    

    


    
      	
            	(i)	
              there
                will be no effect on the intended Net Internal Area of the
                Premises

            


    

    


    
      	
            	(ii)	
              there
                will still be 24 car parking spaces provided for the
                Premises

            


    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	
            	(iii)	
              there
                will be no material effect on the external appearance of the
                Building

            


    

    


    
      	
            	(iv)	
              there
                will be no breach of statutory
                requirements

            


    

    


    
      	
              6.4

            	
              In
                any case where the Tenant’s consent is required to any proposed variation
                or addition to the Landlord’s
                Works:

            


    

    


    
      	 	
              (a)

            	
              the
                Landlord shall serve written notice on the Tenant detailing the proposed
                variation and requesting the Tenant’s consent to such
                variation

            


    

    


    
      	 	
              (b)

            	
              the
                Tenant shall serve a counternotice within 7 Working Days of receipt
                of
                such notice consenting to such variation or detailing the Tenant’s reasons
                for not consenting to such variation and


            


    

    


    
      	 	
              (c)

            	
              in
                the event that the Tenant fails to serve such counternotice within
                7
                Working Days (in relation to which time shall be of the essence)
                the
                Tenant shall be deemed to approve such
                variation

            


    

    


    
      	
              6.5

            	
              The
                Landlord shall procure that a copy of every instruction variation
                order
                certificate and other instrument relating to the Building Works and
                issued
                by the Employer's Agent pursuant to the Building Contract is promptly
                supplied to the Tenant

            


    

    


    
      	7	
              Tenant’s
                Variations

            


    

    


    
      	7.1	
              If
                the Tenant wishes to request any variations or omissions to be made
                to the
                Building Works in so far as they relate to the Premises or the Landlord’s
                Fit-Out Works the Tenant shall deliver to the Landlord for approval
                a
                written application specifying the proposed variation or omission
                and the
                following provisions of this clause
                7
                shall apply

            


    

    


    
      	7.2	
              The
                Landlord shall not unreasonably withhold consent to any written
                application made by the Tenant pursuant to clause 7.1 for a variation
                or
                omission to the Building Works in so far as they relate to the Premises
                or
                the Landlord’s Fit-Out Works

            


    

    


    
      	7.3	
              If
                the proposed variations or omissions are approved by the Landlord
                the
                Landlord shall as soon as practicable thereafter procure the preparation
                and the delivery to the Tenant of such amended drawings and other
                documents as may be necessary to enable the Tenant to decide whether
                to
                proceed with such variation or omission and a reasonably detailed
                elemental breakdown and binding quote from the Building Contractor
                of the
                costs thereof (which will also include details (separately itemised)
                of
                the reasonable fees payable to members of the Professional Team in
                connection with such omissions or variations) but making due allowance
                (and in respect of which an elemental breakdown shall be provided)
                for all
                costs saved by the Landlord in the cost of the Building Works by
                reason of
                such omissions or variations, together with details of whether it
                is
                likely that incorporating such omissions or variations into the Landlord’s
                Works shall reasonably delay the Estimated Practical Completion
                Date

            


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	7.4	
              If
                the Tenant wishes such variation or omission to be made it shall
                within
                ten Working Days of receipt of such drawings documents and estimate
                notify
                the Landlord in writing of its acceptance and promptly thereafter
                the
                Landlord shall procure that such variations or omissions are incorporated
                into the Building Works and carried out in the manner required by
                this
                Agreement

            


    

    


    
      	7.5	
              Whether
                or not such Tenant’s Variations are made the Tenant shall within ten
                Working Days of written demand pay to the Landlord the amount of
                all
                reasonable and proper costs fees and expenses incurred (other than
                by the
                Landlord) in connection with the preparation of such drawings documents
                and estimate

            


    

    


    
      	7.6	
              The
                cost of the Tenant's Variations shall be certified monthly by the
                Employer's Agent as the Tenant's Variations proceed and the Tenant
                shall
                pay the amount stated in such certificate within 10 Working Days
                of such
                certificate being delivered to the Tenant Provided always that the
                amount
                payable hereunder shall not exceed the cost of the Tenant’s Variations in
                question as specified in the quote delivered by the Building Contracts
                or
                pursuant to clause 7.3.

            


    

    


    
      	7.7	
              As
                soon as reasonably practicable after the Practical Completion Date
                the
                Landlord shall procure that the Employer's Agent produces a final
                account
                itemising the costs notified and agreed (including any allowance)
                pursuant
                to this clause
                7
                relating to all Tenant's Variations and shall forward the same to
                the
                Tenant and within 10 Working Days of receipt of such final account
                the
                Tenant shall (subject to the proviso to clause
                7.6)
                pay any balance owing to the Landlord and in the event that such
                final
                account shall show a balance due to the Tenant the Landlord shall
                repay
                such excess to the Tenant within 10 Working Days of production of
                the
                final account

            


    

    


    
      	8	
              Site
                Visits by and Supply of Information to the
                Tenant

            


    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              8.1

            	
              The
                Landlord shall arrange (at intervals agreed with the Tenant but not
                less
                frequently than monthly) project and site meetings (and of which
                the
                Tenant shall be given notice and be entitled to attend) to discuss
                the
                progress of the Landlord's Works at which appropriate representatives
                of
                the Landlord, the Building Contractor and the Professional Team shall
                be
                present and copies of the minutes of such meetings shall be provided
                to
                the Tenant promptly after such meetings and the Tenant shall be entitled
                to make representations at such meetings and the minutes of such
                meetings
                shall record any representations made by the
                Tenant

            


    

    


    
      	
              8.2

            	
              The
                Landlord shall give reasonable prior notice to the Tenant (being
                not less
                than 3 Working Days) of all other site meetings at which the Tenant
                shall
                be entitled to attend and will in any event promptly provide the
                Tenant
                with copies of any minutes of site
                meetings

            


    

    


    
      	
              8.3

            	
              The
                Landlord shall take proper account of (but shall not be bound by)
                any
                representations made by or on behalf of the Tenant in connection
                with the
                Landlord’s Works and the progress thereof considered during such meetings
                Provided that nothing in this clause shall interfere in any way with
                the
                rights and obligations of the Landlord under the Building Contract
                

            


    

    


    
      	
              8.4

            	
              The
                Landlord shall until the Practical Completion Date permit the Tenant
                and
                other persons authorised by it at their own risk and subject to the
                Tenant
                making good any damage caused by such parties (which the Tenant covenants
                to do) at such intervals as may from time to time be reasonable subject
                to
                first reporting to the Building Contractor and to complying with
                the
                proper requirements of the Building Contractor as to numbers safety
                or
                otherwise to enter onto the Premises (accompanied by a representative
                of
                the Landlord if the Landlord shall so require) to view the progress
                and
                state of the Landlord’s Works and the materials used or intended for use
                in them and to prepare drawings for the Tenant’s Works (but so that the
                persons so entering shall not interfere with the progress of the
                Landlord’s Works and shall address any comments to the Landlord or the
                Employer’s Agent and not to the Building Contractor or any member of the
                Professional Team)

            


    

    


    
      	
              8.5

            	
              As
                a result of any such inspections the Tenant shall be entitled (but
                not
                obliged) to make representations regarding the Landlord’s Works or any
                part of them but any such representations shall be addressed to the
                Landlord or the Employer’s Agent and not to the Building Contractor or any
                member of the Professional Team

            


    

    


    
      	
              8.6

            	
              The
                Landlord shall (and the Landlord shall procure that the Employer’s Agent
                shall) give due consideration to (but shall not be bound by) any
                such
                representations made pursuant to clause 8.5 and take such steps (if
                any)
                as a consequence which are appropriate and if required by the Tenant
                the
                Landlord shall provide a reasonable explanation as to what action
                (if any)
                is being taken in relation to such representations, or why action
                (if
                applicable) is not being taken

            


    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
              8.7

            	
              No
                inspection or representation made by the Tenant shall absolve the
                Landlord
                from any of its obligations in this Agreement or be deemed to be
                a waiver
                of the same by the Tenant

            


    

    


    
      	
              8.8

            	
              In
                the event that the Tenant has reasonable grounds to suspect that
                any of
                the Building Works or any material to be used therein are materially
                defective or unsuitable for use or are not in accordance with the
                terms of
                this Agreement the Tenant may require
                that:

            


    

     

    
      	 	
              (a)

            	
              the
                relevant part of the Building Works is opened up and the materials
                are
                submitted for testing or the Building Works (to the extent not carried
                out
                in accordance with this Agreement) be
                replaced

            


    

     

     

    
      	 	
              (b)

            	
              if
                in the relevant part of the Building Works the materials prove to
                be
                defective or unsuitable they are
                replaced

            


    

     

     

    
      	 	
              (c)

            	
              (to
                the extent relevant) the Landlord demonstrates to the reasonable
                satisfaction of the Tenant that the defective or unsuitable material
                has
                not been used elsewhere in the Building Works or that in all other
                respects the Building works have been carried out in accordance with
                this
                Agreement.

            


    

     

     

    and
      the
      proper cost of the process of opening up the works shall be the responsibility
      of the Landlord Save where the opening up shows no breach by the Landlord of
      its
      obligations pursuant to the terms of this Agreement in which case such costs
      shall be borne by the Tenant 

     

    


    
      	
              8.9

            	
              The
                Landlord shall provide to the Tenant from time to time hard copies
                of any
                detailed plans specifications or other design information relating
                to the
                Landlord’s Works and held by the Landlord or the Professional
                Team

            


    

    


    
      	
              8.10

            	
              Within
                the period of two months after the Practical Completion Date the
                Landlord
                shall provide the Tenant with two complete sets of detailed “as built”
                drawings in respect of the Landlord’s Works on the Premises in DWG format
                on CD Rom together with one complete copy of the manual showing the
                installation and method of commissioning and operation of any plant
                and
                machinery installed therein as part of the Landlord's Works and as
                soon as
                reasonably practicable once available a copy of any required records
                prepared in compliance with building
                regulations

            


    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	9	
              Issue
                of Statement of Practical
                Completion

            


    

    


    
      	9.1	
              The
                Tenant shall not be entitled to take occupation of the Premises prior
                to
                the Practical Completion Date

            


    

    


    
      	
              9.3

            	
              In
                relation to the issue of the Statement of Practical Completion the
                Landlord shall procure that:

            


    

    


    
      	 	
              (a)

            	
              the
                Employer’s Agent gives to the Tenant at least ten Working Days written
                notice of its proposal to issue any such statement and of the date(s)
                on
                which it is proposed to carry out the inspection of the Landlord’s Works
                for that purpose

            


    

    


    
      	 	
              (b)

            	
              the
                Employer’s Agent permits the Tenant and (unless prior notice has been
                given) not more than five persons authorised by it to accompany the
                Employer’s Agent in that inspection of the Landlord’s
                Works

            


    

    


    
      	 	
              (c)

            	
              the
                Employer’s Agent permits the Tenant and those authorised by it to discuss
                fully with it the proposal to issue the Statement of Practical Completion
                (as appropriate) and in particular the date to be specified in it
                and the
                contents of any list of Minor Defects or Outstanding Works which
                the
                Employer’s Agent proposes to incorporate in the Statement of Practical
                Completion. 

            


    

    


    
      	 	
              (d)

            	
              the
                Employer’s Agent takes proper account of (but shall not be bound by) any
                representations made by the Tenant or those authorised by the Tenant
                as to
                why in the opinion of that party the Statement of Practical Completion
                (as
                appropriate) should not be issued but for the avoidance of doubt
                the
                decision of the Employer’s Agent in this regard shall be a matter for his
                professional judgement and shall be final and binding as to the date
                on
                which the Practical Completion Date was
                achieved

            


    

    


    
      	
              9.4

            	
              Where
                the Employer’s Agent shall have given at least ten Working Days notice
                under clause 9.2(a)
                and the Practical Completion Date (as appropriate) is subsequently
                postponed the Employer’s Agent shall not be obliged to give a further ten
                Working Days notice but shall nevertheless keep the Tenant informed
                of its
                proposals and shall give to the Tenant as much notice as is possible
                and
                in any event not less than five Working Days written notice of the
                date on
                which a further inspection of the Landlord’s Works is
                proposed

            


    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    
      	
              9.5

            	
              The
                Employer’s Agent shall be entitled to issue the Statement of Practical
                Completion notwithstanding the existence of any Minor Defects and/or
                any
                Outstanding Works except where such Minor Defects and/or Outstanding
                Works
                are required to be completed (or rectified) as a condition of the
                Planning
                Permission or any Consents so as to enable the lawful use and occupation
                of the Premises

            


    

    


    
      	
              9.6

            	
              Without
                prejudice to the foregoing the Landlord shall on the issue of the
                Statement of Practical Completion leave the Premises cleared of all
                construction plant rubbish and temporary structures (including scaffolding
                unless agreed with the Tenant that any scaffolding can temporarily
                remain)
                used in connection with the Landlord’s
                Works

            


    

    


    
      	9.7  
              	
              Following
                the issue of the Statement of Practical Completion the Landlord shall
                procure that a copy of it together with any schedule of Minor Defects
                or
                Outstanding Works is delivered to the Tenant within three Working
                Days

            


    

    


    
      	9.8  
              	
              The
                issue of the Statement of Practical Completion shall be conclusive
                evidence binding on the parties that the Landlord’s Works have been
                completed in accordance with the terms of this Agreement for the
                purposes
                of calculating the Completion Date but subject in any event to the
                provisions for the resolution of any dispute and any postponement
                of the
                Rent Commencement Date pursuant to clauses
                9.9 and
                9.10

            


    

    


    
      	9.9  
              	
              Without
                prejudice to the generality of clause
                9.8
                if
                the Tenant’s Surveyor is of the reasonable opinion that the Statement of
                Practical Completion should not have been issued or has not been
                properly
                qualified on its issue the Tenant shall notify the Employer’s Agent in
                writing within five Working Days of the issue of the Statement of
                Practical Completion as the case may be giving details of the Tenant’s
                objections and the Landlord and the Tenant will endeavour to resolve
                what
                if any action should be taken but if they cannot or do not do so
                the
                objections not so resolved shall be submitted to an Expert acting
                in
                accordance with the provisions of clause
                23

            


    

    


    
      	
              9.10

            	
              The
                Landlord shall take whatever action may be required in consequence
                of the
                resolution of the objections of the Tenant or as specified by the
                decision
                of the Expert referred to in clause
                9.9
                Provided that:

            


    

    


    
      	 	
              (a)

            	
              if
                the Tenant’s objections are upheld whether by agreement or by an Expert,
                the Rent Commencement Date shall be postponed until 6 months after
                such
                date as the Practical Completion Date should have properly
                occurred

            


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    
      	 	
              (b)

            	
              if
                the Landlord and the Tenant cannot or do not so agree, the matters
                in
                issue shall be submitted to an Expert as aforesaid who shall be asked
                to
                decide when the Practical Completion Date should properly have
                occurred

            


    

    


    
      	9.11 
              	
              Notwithstanding
                the issue of the Statement of Practical Completion the Landlord shall
                remain liable to the Tenant to procure the making good of any Minor
                Defects

            


    

    


    
      	9.12 
              	
              The
                Landlord shall procure the carrying out of the Outstanding Works
                at its
                cost at the earliest practicable opportunity but not later than the
                planting season next following the issue of the Statement of Practical
                Completion provided always that in the meantime the Landlord shall
                ensure
                that the landscaped grassed areas within the Premises are maintained
                (at
                its cost) in a suitable manner

            


    

    


    
      	9.13 
               	
              In
                the event of the Statement of Practical Completion being issued subject
                to
                any Minor Defects the Landlord shall ensure that such Minor Defects
                are
                duly executed and put right promptly in accordance with a programme
                agreed
                with the Tenant and the Landlord will use reasonable endeavours to
                ensure
                they are put right as soon as reasonably practicable following the
                issue
                of the Statement of Practical
                Completion

            


    

    


    
      	9.14 
              	
              In
                the course of remedying any Minor Defects the Landlord shall where
                practicable procure that as little disturbance and interference as
                reasonably practicable shall be caused to the Tenant in carrying
                out such
                work and to the extent that such works are to be carried out inside
                its
                Building following consultation with the Tenant the Landlord shall
                make
                good in a reasonable manner all damage caused to the Premises and
                the
                Tenant’s fixtures and fittings by the carrying out of such
                work.

            


    

    


    
      	10    	
              Defects

            


    

    


    
      	10.1	
              Notwithstanding
                the issue of the Statement of Practical Completion and without prejudice
                to the remaining provisions of this clause
                10,
                the Landlord shall remain liable to the Tenant to make good any defects,
                shrinkages and other faults due to materials or workmanship not being
                in
                accordance with the Building Contract or frost occurring before Practical
                Completion (including any necessary re-plastering and/or redecoration)
                and
                in either case accepted by the Employer’s Agent as such and in either case
                occurring before the Practical Completion Date and any such defects
                as are
                subsequently in existence and of which the Tenant shall have given
                written
                notice to the Landlord prior to the expiration of the defects liability
                period under the Building Contract

            


    

    


    
      	
              10.2

            	
              The
                Landlord shall procure that the Employer’s Agent prepares a schedule (in
                conjunction with the Tenant) listing any defects shrinkages or other
                faults appearing in the Landlord’s Works or any part thereof (which the
                Landlord shall procure shall incorporate (to the extent not by then
                remedied or rectified) any defects shrinkages and other faults properly
                notified by the Tenant to the Landlord pursuant to clause 10.1 to
                the
                extent the Employer’s Agent reasonably considers it appropriate to include
                the same) and supplies a copy thereof to the Tenant not later than
                fifteen
                Working Days before the expiry of the defects liability period under
                the
                Building Contract

            


    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    


    
      	
              10.3

            	
              Within
                five Working Days of receiving the schedule of defects referred to
                in
                clause 10.1 the Tenant shall notify the Employer’s Agent of any additional
                items which the Tenant considers should be included in the schedule
                of
                defects and the Landlord shall procure that the Employer’s Agent
                incorporates such additional items into the schedule of defects where
                in
                the Employer’s Agent's professional judgement it is appropriate for him to
                do so

            


    

    


    
      	
              10.4

            	
              The
                Landlord shall procure that the Employer’s Agent gives the Tenant not less
                than five Working Days prior written notice of the proposed date
                and time
                on which the Employer’s Agent intends to make its final inspection of the
                Landlord’s Works prior to the issue of the schedule and certificate of
                making good defects in respect of the relevant works and the Tenant
                and
                the Tenant’s nominated representative shall be entitled to be present at
                such inspection and to make representations to the Employer’s Agent and
                the Landlord shall procure that the Employer’s Agent shall consider and
                have due and proper regard to (but shall not be bound by) such
                representations

            


    

    


    
      	
              10.5

            	
              The
                Landlord shall procure that the Employer’s Agent in any event serves the
                schedule of defects on the Building Contractor within the time limit
                specified in the Building Contract

            


    

    


    
      	
              10.6

            	
              The
                Landlord shall (subject to the Tenant allowing the Building Contractor
                sufficient access for the purpose) procure the making good promptly
                and in
                accordance with a programme agreed with the Tenant at no cost to
                the
                Tenant of any defects set out in the schedule of defects referred
                to in
                clause 10.1 and any additional defects which are notified by the
                Tenant
                and accepted by the Employer’s Agent in accordance with clause 10.2 and
                such works shall be carried out in a good and workmanlike manner
                using
                good quality materials effectively to remedy such defects and in
                accordance with all relevant statutory requirements and British Standards
                and Codes of Practice and to the satisfaction of the Employer’s
                Agent

            


    

    


    
      	
              10.7

            	
              The
                Tenant shall give reasonable access to the Landlord and the Building
                Contractor upon prior reasonable notice (save in the case of an emergency
                where no such notice shall be required) for the purpose of making
                good
                such defects and the Landlord shall procure that the person or persons
                making good all such defects shall procure that as little disturbance
                or
                interference as reasonably practicable shall be caused to the Tenant
                and
                shall act in a reasonable manner and make good as soon as practicable
                to
                the reasonable satisfaction of the Tenant all damage occasioned to
                the
                Premises as a result of their actions


            


    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    
      	
              10.9

            	
              This
                clause
                10
                shall be a complete statement of the Landlord’s obligations in respect of
                defects in the Landlord’s Works and the Tenant shall have no other rights
                against the Landlord in respect of such
                matters

            


    

    


    
      	11	
              Tenant’s
                Occupation as Licensee

            


    

    


    
      	
              11.1

            	
              During
                the period commencing on the Practical Completion Date until the
                grant of
                the Lease the Tenant shall have licence at all times and under the
                control
                of the Building Contractor during normal working hours to enter into
                and
                upon and to remain in the Premises but as licensee only on the terms
                of
                this clause 11
                for
                the purpose of carrying out the Tenant’s Works and thereafter following
                Practical Completion to use the Premises for the purpose permitted
                by the
                Lease

            


    

    


    
      	
              11.2

            	
              Such
                licensed occupation shall be subject to the same rights exceptions
                and
                reservations covenants conditions and other provisions as those contained
                in the Lease so far as applicable and practicable having regard to
                the
                progress of the Landlord’s Works (including in particular but without
                limitation the provisions relating to alterations and planning permissions
                insofar as they relate to the Tenant’s Works) but subject in each case to
                clause 13

            


    

    


    
      	
              11.3

            	
              During
                such period of licensed occupation by the Tenant the Landlord shall
                retain
                exclusive possession of the
                Premises

            


    

    


    
      	11.4	
              Until
                the grant of the Lease and completion of the Licence for
                Alterations:

            


    

    


    
      	 	
              (a)

            	
              the
                parties shall be liable to observe and perform the same obligations
                as are
                imposed by the covenants on their respective parts and the conditions
                to
                be contained in the Lease and the Licence for Alterations as they
                become
                applicable to the Premises and insofar as they are not inconsistent
                with
                the provisions of this Agreement and the Landlord shall procure that
                the
                Management Company shall perform the obligations on its part contained
                in
                the Lease; and

            


    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    


    
      	 	
              (b)

            	
              the
                Landlord shall have and be entitled to all remedies by distress action
                or
                otherwise for recovering any monies or for breach of obligation on
                the
                part of the Tenant as if the Lease and the Licence for Alterations
                had
                then been granted

            


    

    


    
      	
              11.5

            	
              The
                Landlord and those authorised by it shall be entitled to have access
                to
                the Premises during the operation of this clause and following completion
                of the Lease the Tenant shall allow the Landlord and those authorised
                by
                it to have such access upon prior reasonable notice (save in the
                case of
                an emergency where no such notice shall be required) in either case
                for
                the purpose of complying with any outstanding provisions of this
                Agreement
                and the Tenant shall not interfere with or impede the carrying out
                of such
                acts of compliance provided they are carried out in a reasonable
                manner
                and at reasonable time. Provided that in so entering the Premises
                the
                Landlord and those authorised by it cause as little disruption and
                inconvenience to the Tenant and the Tenant’s business as reasonably
                possible and will promptly make good to the Tenant's reasonable
                satisfaction all damage caused to the Premises by such entry
                

            


    

    


    
      	12	
              Tenant’s
                Works

            


    

    


    
      	12.1	
              If
                the Tenant carries out the Tenant’s Works the Tenant
                shall:

            


    

    


    
      	 	
              (a)

            	
              before
                commencing the Tenant’s Works submit to the Landlord in duplicate detailed
                drawings specifications and other details of them for the approval
                of the
                Landlord where such approval would be required under the terms of
                the
                Lease if the Lease had already been granted (and which approval shall
                not
                be unreasonably withheld or delayed where so provided in the
                Lease)

            


    

    


    
      	 	
              (b)

            	
              before
                commencing the Tenant’s Works obtain all Necessary Consents for them and
                promptly supply copies of such to the
                Landlord

            


    

    


    
      	 	
              (c)

            	
              promptly
                after the Practical Completion Date commence and thereafter promptly
                carry
                out and complete the Tenant’s Works in accordance with the drawings and
                specifications and other details approved by the Landlord and otherwise
                in
                accordance with clause
                3.1 and 3.2(b)
                (mutatis mutandis)

            


    

    


    
      	 	
              (d)

            	
              until
                completion of the Lease comply with such reasonable regulations as
                the
                Landlord may from time to time make as to means of access and times
                of
                access (whether for persons or vehicles) hours of working parking
                of
                vehicles safety storage and delivery of materials security and
                protection

            


    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	 	
              (e)

            	
              carry
                out and complete the Tenant’s Works in accordance with terms of the
                Licence for Alterations as if the Licence for Alterations had already
                been
                completed

            


    

    


    
      	
              12.2

            	
              Any
                approval of the Tenant’s Works by the Landlord shall be given at its own
                cost in the form of the annexed Licence for Alterations which shall
                be
                entered into upon the grant of the Lease (or upon approval of the
                Tenant’s
                Works if later)

            


    

    


    
      	
              12.3

            	
              In
                relation to the Landlord’s Fit-Out Works the Tenant shall procure that the
                Tenant’s Representative shall respond promptly to any reasonable request
                from the Employer’s Agent or the Contractor for further information or
                design input and to requests for approval relevant to or necessary
                for the
                efficient and timely incorporation of the Landlord’s Fit-Out Works into
                the construction of the Building and in the case of any such request
                for
                approval shall respond thereto within 3 Working Days (in respect
                of which
                time shall be of the essence) so that in default of such response
                such
                approval shall be deemed to have been
                given

            


    

    


    
      	
              13

            	
              Insurance

            


    

    


    
      	
              13.1

            	
              The
                Landlord shall until the Practical Completion Date procure that the
                Landlord’s Works are kept insured in their full reinstatement value and
                otherwise in accordance with the Building
                Contract

            


    

    


    
      	
              13.2

            	
              The
                Landlord shall until the Practical Completion Date maintain or cause
                to be
                maintained public liability insurance in an appropriate sum in respect
                of
                the Landlord’s Works

            


    

    


    
      	
              13.3

            	
              The
                Tenant shall maintain or cause to be maintained insurance and public
                liability insurance in respect of the Tenant’s Works in each case in an
                amount and with insurers approved by the Landlord (such approval
                not to be
                unreasonably withheld or delayed) 

            


    

    


    
      	
              13.4

            	
              From
                the Practical Completion Date onwards the Landlord shall cause the
                Premises to be insured in accordance with the provisions set out
                in
                relation to insurance in the Lease

            


    

    


    
      	
              13.5

            	
              If
                any of the Landlord’s Works are destroyed or damaged at any time prior to
                the Practical Completion Date by any of the risks insured against
                pursuant
                to this clause
                13
                the Landlord shall use all reasonable endeavours to procure that
                as soon
                as reasonably practicable and with all due diligence, the Building
                Contractor will comply with its obligations under the Building Contract
                as
                to the restoration and reinstatement of work damaged or destroyed
                and
                proceed with all due diligence with the construction and completion
                of the
                Landlord’s Works in accordance with the terms of this
                Agreement

            


    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    


    
      	14	
              CDM
                Regulations

            


    

    


    In
      respect of any works comprising part of the Landlord’s Works and the Tenant’s
      Works to which the CDM Regulations apply:

    


    
      	
              14.1

            	
              The
                Landlord and the Tenant shall respectively ensure that any person
                owing
                duties under the CDM Regulations with respect to the Landlord’s Works and
                Tenant’s Works shall comply with those
                duties

            


    

    


    
      	
              14.2

            	
              The
                Landlord shall procure and deliver to the Tenant as soon as practicable
                after the Practical Completion Date and the Tenant shall procure
                and
                deliver to the Landlord as soon as practicable after completion of
                the
                Tenant’s Works (but in either case no later than two months after
                completion of such works) a copy of the relevant health and safety
                file
                prepared maintained and completed as required by the CDM
                Regulations

            


    

    


    
      	
              14.3

            	
              The
                Landlord shall prior to the Practical Completion Date (i) agree with
                the
                Tenant the layout for the health and safety file (which shall be
                in an
                ordered and bound format with a reasonable index) and (ii) supply
                to the
                Tenant a draft of the health and safety file in respect of the Landlord’s
                Works and the Landlord shall procure that two complete copies of
                the
                completed health and safety file is delivered to the Tenant no later
                than
                two months after the Practical Completion Date


            


    

    


    
      	
              14.4

            	
              The
                recipient of the health and safety file shall not acquire any intellectual
                property or other right to any thing or data disclosed pursuant to
                this
                obligation

            


    

    


    
      	15	
              Title

            


    

    


    
      	
              15.1

            	
              The
                Landlord has already deduced to the Tenant its title to the Premises
                consisting of the matters listed in schedule 1
                and the Tenant shall be deemed to have full knowledge of all the
                contents
                thereof and shall raise no objection to or requisition in respect
                of such
                matters (save for any matters arising out of the transfer of the
                Property
                to the Landlord and the usual pre-completion searches at the Land
                Registry)

            


    

    


    
      	15.2	
              The
                Lease shall be granted subject
                to:

            


    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	 	
              (a)

            	
              all
                local land charges registered before on or after the date of this
                Agreement and all matters capable of registration as local land
                charges

            


    

    


    
      	 	
              (b)

            	
              all
                notices served and all orders demands proposals regulations or
                requirements made by any local or other public authority or body
                before on
                or after the date of this Agreement


            


    

     

    
      	 	
              (c)

            	
              all
                actual or proposed charges notices orders restrictions agreements
                conditions or other matters arising under the Planning Acts including
                for
                the avoidance of doubt any planning agreement or obligation entered
                into
                pursuant to the Planning Acts

            


    

    


    
      	 	
              (d)

            	
              the
                rents reserved by and the rights exceptions and reservations covenants
                and
                conditions to be contained in the
                Lease

            


    

    


    
      	 	
              (e)

            	
              all
                unregistered interests which override registered dispositions set
                out in
                schedule 3 to the Land Registration Act 2002 and any overriding interests
                as defined in section 70(1) of the Land Registration Act 1925 which
                retain
                their overriding status in respect of registered dispositions under
                schedule 12 of the Land Registration Act
                2002

            


    

    


    
      	 	
              (f)

            	
              all
                matters or encumbrances disclosed or which would have been disclosed
                by
                all searches which a reasonably prudent purchaser would make before
                entering into this Agreement including all matters recorded in any
                registers which are open to public inspection and including searches
                of
                the registers maintained by the Local Land Charges Registry the Land
                Registry and Companies House

            


    

    


    
      	
              15.3

            	
              Subject
                to the Landlord paying the cost thereof and to the Landlord providing
                all
                necessary paperwork in relation thereto prior to the actual completion
                date of the Lease, the Tenant agrees that it will include (and will
                procure that its solicitor will include) with the Tenant’s application to
                the Land Registry for the registration of the Lease as a registered
                disposition such application relating to the Lease pursuant to rule
                136 of
                the Land Registration Rules 2003 as the Landlord may reasonably
                require

            


    

    


    
      	15.4	
              The
                Tenant agrees that it will not protect this Agreement on the register
                of
                the Landlord’s title except by way of unilateral notice and not to produce
                a copy or extract of this Agreement to the Land Registry and the
                Landlord
                agrees that it shall not apply to remove such notice from the Landlord’s
                title during the subsistence of this
                Agreement

            


    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    
      	
              15.5

            	
              On
                completion of the Lease the Landlord shall deliver to the Tenant
                a
                certified copy or if required by the Land Registry the original of
                a
                letter of consent to the grant of the Lease from any chargee of the
                Premises

            


    

    


    
      	
              16

            	
               Grant
                of Lease

            


    

    


    
      	16.1	
              The
                Landlord shall procure that its solicitors prepare the engrossments
                of the
                Lease and Licence for Alterations and counterparts thereof and deliver
                the
                counterparts to the Tenant or its solicitors at least 10 Working
                Days
                prior to the Completion Date

            


    

    


    
      	
              16.2

            	
              The
                Landlord will grant or cause to be granted to the Tenant with full
                title
                guarantee and the Tenant and the Guarantor will accept the grant
                of the
                Lease on the Completion Date and the Landlord shall procure the entering
                into of the Lease by the Management Company Provided always that
                it shall
                be a condition precedent to completion of the Lease that the Tenant
                shall
                have received all Warranties to which it is entitled under clause
                5

            


    

    


    
      	
              16.3

            	
              Completion
                of the Lease and Licence for Alterations shall take place at the
                offices
                of the Landlord’s solicitors

            


    

    


    
      	
              16.4

            	
              The
                Tenant’s solicitors shall deliver to the Landlord’s solicitors a duly
                executed counterpart of the Lease and Licence for Alterations and
                (subject
                to having received a second counterpart) shall deliver to the Management
                Company a duly executed counterpart of the Lease on the Completion
                Date

            


    

    


    
      	
              16.5

            	
              The
                term of the Lease shall commence on the date of completion of the
                Lease or
                the date of occupation by the Tenant under clause 11 if
                sooner

            


    

    


    
      	
              16.6

            	
              The
                Tenant and the Landlord agree for the avoidance of doubt that the
                Landlord
                has agreed at the Tenant’s request to perform the Landlord’s Fit-Out Works
                on the terms of this agreement. The Lease will contain terms by which
                the
                Landlord may require the Tenant to reinstate Premises to such a state
                as
                they would have been had the Landlord’s Fit-Out Works not been performed
                to the Landlord’s reasonable satisfaction or may carry out such
                reinstatement itself and charge the reasonable cost of so doing to
                the
                Tenant which cost the Tenant shall pay on
                demand

            


    

    


    
      	17	
              Rent,
                Service Charge and
                Measurement

            


    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


    
      	
              17.1

            	
              The
                liability to pay the yearly Rent (as defined in and as first reserved
                by
                the Lease) will commence on the Rent Commencement Date Provided that
                if
                the Practical Completion Date has been delayed by reason of any act
                or
                omission of the Tenant then the Rent Commencement Date shall be six
                months
                from such date as the Employer’s Agent certifies that the Practical
                Completion Date would have occurred but for such
                delay

            


    

    


    
      	
              17.2

            	
              The
                Insurance Rent and the Building Service Charge and Estate Service
                Charge
                (each as defined in the Lease) shall commence to be payable on the
                Practical Completion Date subject to the same proviso as stated in
                clause
                17.1

            


    

    


    
      	
              17.3

            	
              Not
                less than 15 Working Days before the Practical Completion Date the
                Landlord and the Tenant or their respective nominated representatives
                shall inspect the Premises with a view to agreeing the Net Internal
                Area
                of the Premises and if they shall not have unconditionally agreed
                the Net
                Internal Area by the date 10 Working Days prior to the anticipated
                Practical Completion Date the question shall be immediately referred
                for
                determination by an expert under clause 24.2

            


    

    


    
      	
              17.4

            	
              Subject
                to the provisions of clause
                17.5
                below the Rent shall be £116,462.50 per annum exclusive and in no
                circumstances shall the initial Rent first reserved by the Lease
                exceed
                this amount

            


    

    


    
      	
              17.5

            	
              If
                the Net Internal Area of the Premises shall be less than 6,555 square
                feet
                (being 98.5% of the anticipated area of 6,655 square feet) then the
                Rent
                shall be such sum as shall be produced by multiplying the Net Internal
                Area of the Building expressed in square feet by £17.50 per square
                foot

            


    

    


    
      	
              17.6

            	
              If
                the Net Internal Area of the Premises has not been established in
                accordance with this clause 17
                by
                the Completion Date neither party shall be entitled on this ground
                to
                delay completion of the Lease and the figure referred to in clause 17.4
                above
                shall be inserted as the initial Rent


            


    

    


    
      	
              17.7

            	
              When
                the Net Internal Area of the Premises is later established in accordance
                with this clause 17:

            


    

    


    
      	 	
              (a)

            	
              if
                there is a difference between the initial Rent (as so established)
                and the
                figure referred to in clause
                17.4
                above the Landlord shall forthwith reimburse to the Tenant any resulting
                overpayment of rent which may have been made together with interest
                thereon at 3% below the Stipulated Rate (as defined in this Lease)
                from
                the date of payment until the date of repayment; and
                the

            


    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              the
                parties shall forthwith enter into a deed supplemental to the Lease
                confirming that for all the purposes of the Lease the initial Rent
                shall
                be deemed to be the initial Rent (as so established) in substitution
                for
                the figure referred to in clause 17.5
                above
                shown in the Lease (each party bearing its own cost in respect of
                such
                supplemental deed)

            


    

    


    
      	17.8	
              When
                the Gross External Area of the Building has been established in accordance
                with this clause
                17
                it
                shall be used to calculate the percentage figure to be inserted in
                the
                definition of ‘Estate Percentage’ set out in clause
                2.1.17
                of
                the Lease to the effect that the said percentage figure shall be
                the
                proportion which the Gross External Area of the Building bears to
                275,030.96 square feet (the latter figure being equivalent to the
                permitted developable gross external area of 25,551 square metres
                pursuant
                to the Planning Agreement)

            


    

    


    


    
      	
              17.9

            	
              When
                the Net Internal Area of the Building and of the Premises have been
                agreed
                or otherwise established in accordance with this Clause 17 they shall
                be
                used to calculate the “Building Percentage” set out in clause
                2.1.9
                of
                the Lease

            


    

    


    
      	
              18

            	
              Termination

            


    

    


    
      	
              18.1

            	
              The
                Landlord may terminate this Agreement by written notice to the Tenant
                if
                both:

            


    

    


    
      	 	
              (a)

            	
              the
                Tenant fails materially to perform or observe any of its material
                obligations in this Agreement or if any event occurs which had the
                Lease
                been granted would have entitled the Landlord to re-enter the Premises
                and

            


    

    


    
      	 	
              (b)

            	
              either
                such failure or event is incapable of remedy or it is capable of
                remedy
                and the Landlord has served on the Tenant written notice specifying
                the
                failure or event and requiring it to be remedied within a reasonable
                time
                (to be specified in the notice) and the Tenant has failed so to
                do

            


    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    


    
      	
              18.2

            	
              If
                this Agreement is terminated under clause 18.1
                the Tenant shall forfeit all interest in the Premises and in any
                fixtures
                or works installed in them other than Tenant’s Works to the extent that
                the Tenant shall have paid for them and shall give vacant possession
                of
                the Premises to the Landlord without the Landlord making to the Tenant
                any
                compensation or allowance
                whatsoever

            


    

    


    
      	
              18.3

            	
              Such
                termination shall be without prejudice to any rights which any party
                to
                this Agreement may have against any other party in respect of any
                prior
                breaches of this Agreement or any breach by the Tenant of
                clause 18.4 or
                in respect of any sums payable hereafter down to the date of termination
                and the Tenant shall promptly cancel any entry it may have made at
                the
                Land Registry to protect this
                Agreement

            


    

    


    
      	18.4	
              If
                the Tenant has carried out any Tenant’s Works the Landlord may require the
                Tenant forthwith to reinstate the Premises to the Landlord’s reasonable
                satisfaction or may carry out such reinstatement itself and charge
                the
                reasonable cost of so doing to the Tenant which cost the Tenant shall
                pay
                on demand (and clause
                27
                shall apply)

            


    

      

    
      	18.5	
              If
                the Landlord has carried out any Landlord’s Fit-Out Works the Landlord may
                require the Tenant forthwith to reinstate the Premises to such a
                state as
                they would have been had the Landlord’s Fit-Out Works not been performed
                to the Landlord’s reasonable satisfaction or may carry out such
                reinstatement itself and charge the reasonable cost of so doing to
                the
                Tenant which cost the Tenant shall pay on demand (and clause
                27 shall
                apply)

            


    

    


    
      	
              19

            	
               Termination
                by Tenant

            


    

    


    
      	
              19.1

            	
              If
                an event of insolvency occurs in relation to the Landlord or if the
                Landlord shall cease to exist for any reason, the Tenant may, in
                addition
                to any other rights and remedies he may have, terminate this agreement
                by
                giving not less than one month’s notice to the Landlord to that effect (a
                “Termination Notice”).

            


    

    


    
      	
              19.2

            	
              The
                expression “an event of insolvency” includes (in relation to a company or
                other corporation which is the Landlord or one of the
                Landlords):

            


    

     

    
      
        	
              	
                19.2.1

              	
                inability
                  of the company to pay its debts;

              


      

       

    

    
      	
            	19.2.2	
              entry
                into liquidation either compulsory or voluntary (except for the purpose
                of
                amalgamation or
                reconstruction);

            


    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    


    
      	
            	
              19.2.3

            	
              the
                passing of a resolution for a creditor’s winding
                up;

            


      


      
        	
              	
                19.2.4

              	
                the
                  making of a proposal to the company and its creditors for a composition
                  in
                  satisfaction of its debts or a scheme of arrangement of its
                  affairs;

              


        


        
          	
                	
                  19.2.5

                	
                  the
                    application to the court for an administration order;
                    and

                


           

          
            	
                  	
                    19.2.6

                  	
                    the
                      appointment of a receiver or an administrative receiver.
                      

                  


          

           

        

      

    

    which
      shall be interpreted in accordance and in conjunction with the relevant
      provisions of the Insolvency Act 1986

    


    
      	
              19.3

            	
              On
                the expiration of the Termination
                Notice:

            


    

    


    
      	 	
              19.3.1

            	
              the
                Tenant’s interest in and the rights in relation to the Property will
                terminate and all fixtures in them may be retained by the Landlord
                without
                conferring any right on the Tenant to compensation or allowance;
                but

            


    

    


    
      	 	
              19.3.2

            	
              each
                party will retain all rights and remedies against the other for breach
                of
                obligation under this agreement before the
                termination.

            


    

    


    
      	
              19.4

            	
              When
                serving a Termination Notice, the Tenant shall provide a copy of
                the
                Termination Notice to any bank or financial institution or other
                person
                supplying funding for the Development which or who has taken a charge,
                mortgage, assignment by way of security, deposit or agreement over
                this
                agreement and of which or of whom the Tenant has received prior written
                notice (a “Funder”).

            


    

    


    
      	
              19.5

            	
              The
                Funder shall have Ten Working Days from the date of receipt of a
                Termination Notice to decide
                whether:

            


    

    


    
      	 	
              19.5.1

            	
              to
                make good any outstanding material breaches which are capable of
                remedy
                and to carry out or cause to be carried out the outstanding obligations
                of
                the Landlord under this agreement;
                or

            


    

    


    
      	 	
              19.5.2

            	
              to
                assign the benefit of this agreement to another person (with the
                consent
                of the Tenant which is not to be unreasonably withheld or delayed);
                or

            


    

    
      


      
        	
              	
                19.5.3

              	
                to
                  take no further action

              


      

       

    

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    


    and
      if
      applicable the Funder shall serve notice on the Tenant of its intention to
      implement 19.5.1 or 19.5.2 above (a “Funder’s Notice”) within twenty Working
      Days from the date of receipt of a Termination Notice.

    


    
      	
              19.6

            	
              If
                the Funder serves a Funder’s Notice on the Tenant, the Funder shall within
                twenty Working Days from the date of service of the Funder’s Notice
                procure for the Tenant:

            


    

     

    
      	
            	
              19.6.1

            	
              in
                the case of a proposed assignment:

            


       

      
        	
              	19.6.1.1	
                full
                  details of a proposed assignment;

              


      

       

    

    
      	
            	
              19.6.1.2

            	
              a
                duly perfected deed of covenant or supplemental agreement obliging
                the
                Funder or the assignee to comply with the obligations on the part
                of the
                Landlord contained in this agreement (with such extension to the
                Estimated
                Practical Completion Date as shall be reasonable in all the
                circumstances)

            


       

      
        	 	and this agreement shall then continue
                in full
                force and effect as varied by the deed of covenant or supplemental
                agreement and shall be construed as though the name of the Funder
                or the
                assignee is substituted for the Landlord;
                or


      

      
         

      

    

    
      	 	
              19.6.2

            	
              in
                the case of an election by the Funder to carry out or cause to be
                carried
                out the outstanding Landlord’s Works, a duly perfected deed of
                covenant

            


    

    


    provided
      that if the Funder elects to carry out or cause to be carried out the
      outstanding Landlord’s Works, it may at any time after such election further
      elect to assign this agreement to a proposed assignee, in which case the Funder
      shall comply with the provisions of clause 19.6

    


    
      	
              19.7

            	
              If
                the Funder does not serve a Funder’s Notice or fails to comply with the
                provisions of clause 19.6 within the time period stated, the this
                agreement shall automatically cease and determine but each party
                will
                retain all rights and remedies against the other for breach of obligation
                under this agreement before the
                termination.

            


    

    


    
      	
              19.8

            	
              For
                the avoidance of doubt, the provisions of this clause 19 not apply
                in the
                event that the Tenant serves notice pursuant to clause
                5.3

            


    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    
      	
              20

            	
              No
                Demise

            


    

    


    Until
      the
      actual grant of the Lease this Agreement shall not operate or be deemed to
      operate as a demise of the Premises nor shall the Tenant have or be entitled
      to
      any estate right or interest in the Premises or any part of them or in any
      materials in or upon them other than such equitable interest as is created
      by
      and such rights as are granted by this Agreement

    


    
      	
              21

            	
              Alienation

            


    

    


    The
      Tenant shall not assign mortgage charge or in any way deal or part with this
      Agreement or any interest under it and shall itself be the first occupier of
      the
      Premises provided that if due to any delay or default on the part of the
      Landlord the Lease is not granted within 3 months after the Completion Date
      the
      Tenant shall be entitled to assign all its interest in this Agreement on the
      same terms as it could have assigned the Lease had it been granted and the
      Landlord shall be obliged to grant or procure the grant of the Lease to the
      assignee concerned

     

    
      	
              22

            	
              Landlord's
                Obligations

            


    

    


    The
      covenants and obligations contained in this Agreement other than the obligations
      to insure and to grant the Lease are personal to Pettifer Estates Limited only
      and shall not bind any successor in title to Pettifer Estates
      Limited

    


    
      	
              23

            	
              Declaration
                of Non-Merger

            


    

    


    The
      Landlord’s and the Tenant’s and the Guarantor’s obligations under this Agreement
      shall continue notwithstanding the grant of the Lease insofar as they remain
      to
      be performed and observed (subject as provided in clause
      22)

    


    
      	24	
              Resolution
                of Disputes

            


    

    


    If
      there
      shall be any dispute between the parties arising out of or in connection with
      this Agreement and where the relevant provisions of this Agreement require
      that
      the same be determined by an Expert then the following provisions shall
      apply:

    


    
      	24.1	
              the
                Expert shall act as an expert and not as an arbitrator and his decision
                shall be final and binding upon the parties
                hereto

            


    

    
      	24.2	
              the
                Expert shall consider (inter alia) any written representations and
                cross
                representations and supporting evidence made on behalf of either
                the
                Landlord or the Tenant (if made reasonably promptly) but shall not
                be
                bound thereby

            


    


    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    
      	24.3	
              the
                Landlord and the Tenant shall use all reasonable endeavours to procure
                that the Expert shall give his decision as speedily as possible and
                the
                costs of appointing the Expert and his costs and disbursements in
                connection with his duties under this Agreement shall be shared between
                the parties in such proportions as the Expert shall determine or
                in the
                absence of such agreement equally between the
                parties

            


    

    


    
      	25	
              Notices

            


    

    


    Any
      notice to be served on or communication to be sent to any party to this
      Agreement shall be deemed to be properly served if it complies with the
      provisions of section 196 of the Law of Property Act 1925 as amended by the
      Recorded Delivery Service Act 1962 Provided always that any notice to be served
      under the provisions of this Agreement which require the Tenant’s approval
      within a certain number of Working Days failing which deemed approval provisions
      apply, shall be sent by facsimile transmission to the Tenant’s Representative or
      such other person within that organisation as the Tenant may from time to time
      notify to the Landlord in writing) with a copy also sent by facsimile
      transmission to the Tenant

    


    
      	26	
              Value
                Added Tax

            


    

    


    The
      Landlord and the Tenant shall each pay to the other VAT at the appropriate
      rate
      on all payments due from one to the other under this Agreement subject to
      provision of a valid VAT invoice

    


    
      	27	
              Late
                Payment

            


    

    


    Any
      sum
      due from one party to any other under which this Agreement which is not paid
      when it is due (or within any period specifically allowed by this Agreement)
      shall bear interest at the Stipulated Rate (as defined in the Lease) for the
      period from the date when it fell due to the date of payment

    


    
      	28	
              No
                Representation

            


    

    


    This
      Agreement incorporates the entire contract between the parties and the Tenant
      acknowledges that it has not entered into this Agreement in reliance on any
      statements or representations made to the Tenant by or on behalf of the Landlord
      or its advisors or representatives save those written statements of the
      Landlord’s solicitors made prior to the date of this Agreement in response to
      written enquiries from the Tenant’s solicitors


    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    


    
      	29	
              Whole
                Agreement

            


    

    


    This
      Agreement contains the whole agreement between the parties to this Agreement
      relating to the matters herein provided for and supersedes any previous
      agreements between the parties to this Agreement relating thereto

    


    
      	30	
              Guarantees

            


    

    


    
      	
              30.1

            	
              For
                so long as the Landlord retains the freehold interest in the Common
                Parts
                (as defined in the Lease) the Landlord covenants with and guarantees
                to
                the Tenant that as from the date from which the Service Charge and
                Insurance Rent become payable by the Tenant in accordance with
                clause
                17.2
                the Management Company shall perform its obligations pursuant to
                clause 7
                of the Lease or the Landlord shall perform such obligations pursuant
                to
                the provisions of clause 8.13 of the
                Lease

            


    

    
      	
              30.2

            	
              The
                Landlord covenants with the Tenant that upon the occasion of the
                assignment of the Lease by the Tenant at any time while the Landlord
                retains the freehold interest in the Common Parts the Landlord shall
                (at
                the request of the Tenant) enter into a direct covenant with such
                assignee
                on the same terms as those set out in clause
                30.2
                above.

            


    

    
      	
              30.3

            	
              The
                Landlord covenants not to dispose of its freehold interest in the
                Common
                Parts (as so defined) without procuring a direct covenant is entered
                into
                by the transferee on or before such disposition (if other than the
                Management Company) of the Common Parts in favour of the Tenant in
                the
                same terms as clause
                30.1, 30.2
                and this clause
                30.3
                and on the entering into of such direct covenant the Landlord’s
                obligations pursuant to the terms of clauses 30.1,
                30.2
                and this clause
                30.3
                shall immediately cease and
                determine

            


    

    
      	
              30.4

            	
              In
                consideration of the Landlord entering into this Agreement at the
                request
                of the Guarantor the Guarantor covenants with and guarantees to the
                Landlord that the Tenant will at all times during the continuance
                of this
                Agreement duly observe and perform its obligations under this Agreement
                to
                the intent (mutatis mutandis) the covenants guarantees and conditions
                contained in schedule
                4 of
                the Lease shall be deemed to be incorporated in this
                clause

            


    

    


    
      	
              31

            	
              Proper
                Law

            


    

    


    This
      Agreement shall be governed and construed in accordance with English law and
      the
      parties submit to the jurisdiction of the English Courts

    


    
      	
              32

            	
              Buildings
                26, 27 and 28 Stoneleigh Deer
                Park

            


    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      	
              32.1

            	
              The
                Tenant is the tenant of the Landlord’s premises known as Buildings 26, 27
                and 28 Stoneleigh Deer Park (the “Existing Premises”) by way of a lease
                dated 22nd
                June 2006 (the “Existing Lease”).

            


    

     

    
      	
              32.2

            	
              The
                term of the Existing Lease expires on 31st
                December 2007 and the Landlord agrees with the Tenant that the Landlord
                shall grant and the Tenant shall accept the grant of a new lease (the “New
                Lease”) in the form attached with a term commencing on 1st
                January 2008 and which is in identical terms as the Existing Lease
                save
                that:

            


    

     

    
      	
              32.2.1

            	
              the
                term of the New Lease shall expire when the Tenant has completed
                fitting
                out the Premises

            


    

     

    
      	
              32.2.2

            	
              rent
                payable under the New Lease shall cease to be payable upon the Practical
                Completion Date provided that the service charge under the New Lease
                will
                continue until termination

            


    

     

    
      	
              32.2.3

            	
              the
                Tenant’s reinstatement obligation shall be limited to leaving the Existing
                Premises clean and tidy and free from tenant’s fixtures fittings and
                chattels and all rubbish.

            


    

     

    
      	
              32.2.4

            	
              The
                parties agree that the provisions of sections 24 to 28 (inclusive)
                of the
                Landlord and Tenant Act 1954 as amended by the Regulatory Reform
                (Business
                Tenancies) (England and Wales) Order 2003 (“the Reform Order”) shall be
                excluded in relation to the New Lease. The parties confirm that the
                Tenant
                has been served with a notice dated 14th
                September 2007 which applies to the New Lease in the form or substantially
                the form set out in Schedule 1 to the Reform Order and the Tenant
                has made
                a declaration dated 4th
                October 2007 (which the parties confirm precedes the date the Tenant
                became contractually bound to accept the New Lease) in the form or
                substantially in the form set out in Schedule 2 to the Reform
                Order

            


    

    


    
      	
              33

            	
              Third
                Parties

            


    

    


    The
      Contracts (Rights of Third Parties) Act 1999 shall not apply to this
      Agreement

    


    IN
      WITNESS
      whereof
      this document has been executed as a deed and takes effect on the date stated
      at
      the beginning of it


    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    Schedule
      1

    


    Landlord’s
      Title


    


    The
      covenants exceptions easements and other matters contained or referred to in
      Title Number WK351452 registered at the Land Registry as revealed by official
      copy entries dated 23rd
      May
      2007

     

    Schedule
      2

    


    Form
      of Lease

    


    Schedule
      3

    


    Form
      of Licence for Alterations

    


    Schedule
      4

    


    Form
      of Warranties

    


    Schedule
      5

    


    Forms
      of Appointments

    


    Schedule
      6

    


    Plans
      and Specifications

    


    Schedule
      7

    


    Landlord’s
      Fit-Out Works

    


    Schedule
      8

    


    Tenant’s
      Works


    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    

      
        	
                EXECUTED
                  as
                  a DEED
                  by

              	
                )

              	 
	
                PETTIFER
                  ESTATES 

              	
                )

              	 
	
                LIMITED acting
                  by:

              	
                )

              	 
	 	 	 
	 	
                [unreadable
                  signature]

              	
                Director

                 

              
	 	
                [unreadable
                  signature]

              	
                Director/Secretary

              
	 	 	 
	 	 	 
	 	 	 
	
                EXECUTED
                  as
                  a DEED
                  by

              	
                )

              	 
	
                BIO-ANALYTICAL
                  SYSTEMS

              	
                )

              	 
	
                LIMITED 

              	
                )

              	 
	
                acting
                  by:

              	
                )

              	 
	 	 	 
	 	
                /s/
                  Edward M. Chait

              	
                Director

              
	 	 	 
	 	
              	Director/Secretary
	 	 	 
	 	 	 
	
                EXECUTED
                  as
                  a DEED
                  by

              	
                )

              	 
	
                BIOANALYTICAL
                  SYSTEMS

              	
                )

              	 
	
                INC

              	
                )

              	
                 

              
	
                acting
                  by:

              	
                )

              	 
	 	 	 
	 	
                /s/
                  Edward M. Chait

              	
                Director

              
	 	 	 
	 	 	
                Director/Secretary

              


      

    

     

    
      
         

      

      
        36