Sample Business Contracts

UK-Buckinghamshire-Iver Heath-Pinewood Studios Lease - Pinewood Studios Ltd. and Virage Europe Ltd.

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                               Dated ____________

                          (1) PINEWOOD STUDIOS LIMITED

                            (2) VIRAGE EUROPE LIMITED



                             RELATING TO BUSINESS OF




P Jones
Charsley Harrison
Riding Court
Riding Court Road
Slough SL3 DLF

<PAGE>   2

AN AGREEMENT made the ___ day of _____________, Two thousand

1.      Particulars

        In this Agreement the following expressions shall have the following

<S>                      <C>                        <C>
         1.1              the Studios                Pinewood Studios, Iver Heath,
                                                     Bucks SL0 0NH.

         1.2              the Owner                  Pinewood Studios Limited
                                                     whose registered office is at
                                                     6 Connaught Place, London W2

         1.3              The Occupier               Virage Europe Ltd. whose
                                                     registered address is at 235
                                                     Old Marylebone Road, London
                                                     NW1 5QT.

         1.4              The Premises               all that area including the
                                                     owner's fixtures and
                                                     fittings at the Studios known
                                                     as Office Nos. 206 - 218 on
                                                     the second floor of the
                                                     Property building subject
                                                     always to clause 2.2.

         1.5              Term                       the period of two years from
                                                     28 February, 2000 to
                                                     27 February 2002.

         1.6              Occupation Fee             Pound Sterling 100,000 per
                                                     annum for the first year of
                                                     the Term.  For the second
                                                     year an increase shall be
                                                     applied equivalent to the
                                                     latest annual increase in the
                                                     retail price index as
                                                     published by 28th
                                                     February 2001.  If there is
                                                     no increase or a reduction to
                                                     the index the annual rate of
                                                     Pound Sterling 100,000 shall

         1.7              The Business               provider of software products
                                                     and application services for
                                                     media companies

         1.8              The Prescribed Rate        4% above the bank base
                                                     lending rate from time to
                                                     time of National Westminster
                                                     Bank P/c.

<PAGE>   3

2.      Right of Occupation

        2.1 Subject to the provisions of subclauses 2.2 and 2.3 and as further
provided in this agreement, the Owner gives the Occupier the exclusive right to
use the Premises during the Term for the purpose of the Business. The Occupier
is granted by the Owner the further right to part up to 50 motor vehicles in the
non-reserved car parks in the Studios and utilize all roads paths corridors
staircases and all other access ways which are necessarily/or reasonably
required to afford access to and egress from the Premises either on foot or with
vehicles as appropriate.

            2.1.1 It is hereby agreed that the Owner may on giving not less than
90 days prior written notice to the Occupier transfer the occupier from the
Premises to suitable comparable alternative premises at the Studios and which
shall be no less commodious than the Premises ("the alternate premises") and
such transfer will in no way disrupt the day to day operations of the Occupier
and will not in any way obstruct the Occupier from conducting its business and
customer level agreements and subject as aforesaid the Occupier shall not be
entitled to any compensation whatsoever in respect thereof nor make any claim
for loss of profit or disturbance arising from such transfer except that the
owner shall be responsible for and pay to the Occupier on demand all reasonable
direct costs arising from such transfer provided that the Owner shall indemnify
the Occupier in respect of any proper costs incurred by the occupier arising in
any way out of such transfer.

            2.1.2 The Owner shall on the transfer of the Occupier to the
alternate premises immediately and at its own cost grant to the Occupier a
further tenancy on the same terms (other than the amount of rent) as this
Agreement mutatis mutandis for the residue then unexpired of the term of this
Agreement but excluding provisions having the same effect as clauses 2.2 and 2.3
of this Agreement.

        2.2 The Occupier further agrees that the Owner may at its absolute
discretion close the Studios or any part thereof at any time and for such
periods as it thinks fit and the Occupier shall not be entitled to any
compensation whatsoever in respect thereof nor make any claim against the Owner
for loss of profits, disturbance or otherwise save that the owner shall
reimburse the Occupier in respect of any part of the Occupation Fee paid by the
Occupier relating to such period of the closure as falls within the Term and the
Occupier's payment obligation under clause 3 shall be suspended until the
Studios may be re-opened. Provided that throughout any such period the Owner
shall use all reasonable endeavors to ensure that adequate access to and egress
from the Premises is at all times available to the Occupier to enable it to
continue its uninterrupted use of the Premises.

3.      Occupation Fee

        3.1 In each year of the Term the Occupier shall pay to the Owner the
Occupation Fee by four equal installments in advance on the 28th day of
February, May, August and November without any deduction or set-off whatsoever.
The first payment (or a duly apportioned part of it) to be made on the date

        3.2 For the year commencing 28th February 2000 the Occupation Fee shall
be Pound Sterling100,000. For the year commencing 28th February 2001 an increase
shall be applied equivalent

<PAGE>   4

to the latest annual increase in the retail price index as published by 28th
February 2001. If there is no increase or a reduction to the index then the
annual rate of Pound Sterling 100,000 shall apply.

        3.3 The Occupation Fee shall include:

        -      nondomestic rates

        -      electricity and heating fuel

        -      light cleaning to normal standards for office purposes

        -      building insurance but not contents insurance nor any insurance
               that is required under Clause 4.9.2.

        -      structural building maintenance

        -      all works carried out by and services provided at the Owner's
               discretion in relation to the Premises acting in the interests of
               good estate management at all times.

        3.4 Value Added Tax will be payable by the Occupier on the Occupation
Fee at the appropriate rate from time to time.

        3.5 The Occupier will pay interest at the Prescribed Rate from the due
date or 21 days following receipt of invoice, whichever is the later, until
payment has been received in full.

4.      Occupier's Further Undertakings

        The occupier further agrees and undertakes:

        4.1 to insure with an insurance company of repute any property
whatsoever of the Occupier located at the Studios against loss or damage
howsoever caused and not to make any claim against the Owner or its employees in
respect of such damage or loss save where this is caused by the negligence or
willful act of the Owner or its employees.

        4.2 not to bring any furniture equipment goods or chattels onto the
Premises without the consent of the Owner which shall not be unreasonably
withheld save as may be necessary for the exercise of the rights given in clause

        4.3 to keep the Premises in good decorative condition and clean and tidy
and clear of rubbish and to leave the same clean and tidy and in as good a state
or repair and condition as at the date of occupation as evidenced by the
schedule of conditions annexed hereto and free of the Occupier's furniture
equipment goods and chattels at the end of the Term.

        4.4 not to effect any structural or other alteration to the Premises
without the prior written consent of the Owner not to be unreasonably withheld
or delayed.

        4.5 to ensure compliance by its staff at all times with such reasonable
rules and regulations as the Owner may make from time to time governing the use
of the Premises and the

<PAGE>   5

Studios and to remove immediately (or within a time limit allowed by the
Management of the Studios) from the Studios any employee who has failed to
comply with such rules and regulations after invoking the Occupier's
disciplinary procedures.

        4.6 not to display any signs or notices at the Premises without the
prior written consent of the Owner not to be unreasonably withheld or delayed
provided that the Occupier may display a sign at the entrance to the premises
showing its name and business.

        4.7 not to carry on any offensive or noisy trade or businesses nor to
permit any person to sleep or reside at the Premises nor to do anything therein
which in the reasonable opinion of the Owner causes or might cause nuisance or
annoyance to the Owner or occupiers or users of the Studio.

        4.8 to comply in all respect with all laws (including but not by way of
limitation the Health and Safety at Work Act) relating to the operation of the
Occupier's business and not to do any act, matter or thing which would or might
constitute a breach of any statutory requirement affecting the Premises or which
would or might vitiate in whole or in part any insurance effected in respect of
the Premises (either by the Owner or the Occupier) from time to time. In
particular the Occupier shall not cause risk to the health and safety of any
person by neglect or misuse of any buildings or structure in the Studios,
fixtures and fittings or areas used for access and services (electricity gas and

        4.9 to be responsible for and keep the Owner indemnified from and

            4.9.1 all properly incurred costs, claims, losses (including
consequential losses), charges, damages and expenses arising from the death or
injury of any person or the destruction of or damage to the Premises of the
Studios or any part thereof or loss of or damage to any chattel which is caused
in whole or in part by any act neglect or default of the Occupier or the
employees, agents or licensees of the Occupier.

            4.9.2 all loss or damage to any vehicle or its contents owned by or
under the care, custody or control of the Occupier whilst at the Studios except
to the extent that the same shall have been caused by the act, neglect or
default of the Owner.

        4.10 immediately to effect and thereafter maintain throughout the Term
policies of insurance approved by the Owner in respect of both Public Liability
and the indemnity under clause 4.9.1 (the insurance for such indemnity being
joint and several) in a sum of not less than Pound Sterling5,000,000 for any one
claim and upon demand to produce to the Owner the policies and receipts for the
premiums paid thereof.

        4.11 to give all reasonable assistance and facilities to officers
servants or agents of the Owner in the alteration at any time of the layout
decoration or equipment of or on the Premises provided that such alterations
shall not interfere or disrupt in any way the Occupier or the Business.

        4.12 not to use the Premises other than for the Business.

<PAGE>   6

        4.13 to report any damage or defect to the Premises or the Studios
discovered by the Occupier or its servants or agents to the relevant management
of the Studios as soon as possible upon such discovery.

        4.14 to pay all outgoings payable in respect of the Premises or its
occupation save as included under Clause 3.3.

5. Termination. The rights granted in clause 2 shall determine (without
prejudice to the Owner's rights in respect of any breach of clause 3 or the
undertakings contained in clause 4) immediately:

        5.1 on notice given by the Owner at any time following any material
breach by the Occupier of its obligations or undertakings under this agreement.

        5.2 where the Occupier is a company, if a resolution, proposed
application or petition or order is made in respect of winding up, dissolution,
appointment of an administrator or a voluntary arrangement with creditors or if
a receiver or manager of any of the Occupier's assets is appointed.

        5.3 where the Occupier is an individual, if a proposed application or
order is made in respect of the individual for a voluntary arrangement with
creditors, an interim order for a moratorium, or bankruptcy.

        5.4 where the Occupier is a partnership, if any of the circumstances
mentioned in clauses 5.2 or 5.3 above should occur which apply to partnerships.

        5.5 in any case where an encumbrancer takes possession of the Occupier's
assets or if the Occupier suffers any distress or execution to be levied upon
any of its assets.

6.      General.

        6.1 The benefit of this agreement is personal to the Occupier and not
assignable and the rights given in clause 2 may only be exercised by the
Occupier and its employees save in circumstances which involve the sale or
substantial sale of the Occupier's assets, a corporate reorganization, an
initial public offering or a merger.

        6.2 The Owner gives no warranty that the Premises are legally or
physically fit for the purpose specified in clause 2.

        6.3 To the extent permitted by English Law the Owner shall not be liable
for the death of or injury to or for damage to any property of or for any
losses, claims, demands, actions, proceedings, damages, costs or expenses or
other liability incurred by the Occupier or its employees in the exercise or
purported exercise of the rights granted by clause 2 save for any death or
injury caused by the negligence of the Owner or its employees.

        6.4 The provisions of Sections 24 to 28 of the Landlord and Tenant Act
1954 (as amended by Section 5 of the Law of Property Act 1969) are excluded from
this Agreement by Order of the Uxbridge County Court No. _______ dated the

<PAGE>   7

        6.5 All notices given by either party pursuant to the provisions of this
agreement shall be in writing and shall be sufficiently served if delivered by
hand or sent by recorded delivery to the other party at its registered office or
last known address.

        6.6 This agreement contains the entire understanding between the parties
regarding its subject matter and supersedes all previous agreements whether oral
or written between the parties in this regard and may only be varied by
signature of the Occupier (if an individual) or of a director of the Occupier
(if a company) and of a director of the Owner.

        AS WITNESS the hands of a duly authorized officer of the respective
parties hereto the day and year first before written.

         For and on behalf of                          For and on behalf of

-----------------------------------     -------------------------------------
Director                                Director

<PAGE>   8

                            PINEWOOD STUDIOS LIMITED

        To:                                                     Date:

        Virage Europe Limited
        235 Old Marylebone Road
        London NW1 5QT

        Dear Sirs


        We refer to an agreement made on today's date between ourselves and
yourselves relating to the premises (the "Agreement").

        In consideration of you entering into the Agreement, we as the Owner (as
defined in the Agreement) hereby agree to allow you to:

        1.     underlet 50% or less of the Premises at any time after 28th
               November 2000 subject to obtaining our consent (such consent not
               to be unreasonably withheld or delayed), such underletting to be
               on similar terms to those contained in the Agreement and any such
               underlease shall reserve an occupation fee no greater than the
               Occupier is contracted to pay to the Owner for the time being of
               the Premises (or a proper proportion thereof in the case of an
               underletting of part); and

        2.     at any time after 28 November 2001 to have the right to terminate
               the Term created by the Agreement at any time thereafter by
               service of not less than three months' prior written notice to us
               at our registered office and on the expiry of such notice the
               Term of the Agreement shall determine (provided that any such
               termination shall be without prejudice to any antecedent breach
               of claim by either party).

        Please confirm your acceptance of the terms of this letter by signing
and returning the enclosed duplicate.

        Yours faithfully

        for and on behalf of
        Pinewood Studios Limited

<PAGE>   9

        We hereby confirm acceptance of the terms and conditions set out in the
letter dated [_______________] 2000 of which this is a duplicate.

         For and on behalf of
         Virage Europe Limited
         This _________ day of ______________ 2000