Sample Business Contracts

Germany-Frankfurt/Main-BarckhausstraBr 2-4 Lease - Internationales Immobilien-Institut GmbH and Artificial Life Deutschland AG

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                                                           Contract No.


                       of Premises for Business Purposes

between the firm             INTERNATIONALES IMMOBILIEN-INSTITUT GmbH/(1)/
                             Albrechtstr. 14, 80636 Munich, (Germany)

represented by its Manager   Harald von Sohnen, Holder of a Diploma in Commerce
                             Gunther Hackeneis, Academically Qualified Engineer
                             and Industrial Engineer

                             - hereinafter known as the "Landlord"

and                          Artificial Life Deutschland AG i. G./(2)/
                             BarckhausstraBe 1-3; 60325 Frankfurt/Main

                             - hereinafter known as the "Tenant" -

the following lease agreement shall be concluded:

ss. 1 Leased Premises

1.1   The Landlord shall rent the following business premises in the building to
      the Tenant:

      BarckhausstraBr 2-4, Kettenhofweg, 60, in 60325 Frankfurt/Main, 3rd Floor

      The leased premises are indicated in Appendix 1 of the attached plan,
      which is the essential component of this agreement.

1.2   The leased premises shall be leased for use as an office.


/(2)/[Translator's note: =AG i.G = Aktiensgesellschaft i.G = Joint Stock


1.3   The Contracting Parties agree that the leased premises comprise 826.83

ss.2. Waiver of the Sales Tax Exemption

2.1   The Tenant declares that, at the time of the signing of the lease
      agreement, he is an entrepreneur within the meaning of the Sales Tax Act
      and agrees that, in accordance with ss. 1, he is only to use the leased
      premises for business purposes.

2.2   The Tenant is aware that the Landlord has waived his right to the
      value-added sales tax exemption in this lease agreement and that the
      Tenant's declaration for the Landlord forms the basis of the business with
      respect to the purchasing costs, manufacturing costs, as well as
      out-of-pocket expenses for the building in question.

2.3   If, for whatever reason, the Tenant does not completely or only partially
      fulfills the commitment undertaken by him under 2.1, he must immediately
      notify the Landlord. In such case, the Contracting Parties are bound to
      find a mutually satisfactory solution that takes into consideration the
      tax loss for the Landlord. This occurs, unless otherwise agreed in
      particular cases, from the time of the discontinuation of the conditions
      assured according to No. 2.1 until the rent previously agreed upon as the
      gross amount is no longer valid as net rent (without any separate
      statement of the sales tax). In addition, the Tenant is bound to
      compensate the Landlord for the damages, which consists of the Landlord
      reimbursing the input tax pro rata, where applicable. The Tenant now
      agrees to any bill adjustment required by the Landlord.

      Should the Landlord have doubts as to whether the prerequisites of No. 2.1
      exist, he may request the original of the appropriate documents from the

2.4   Disadvantages suffered by the Landlord due to the violation of one of the
      obligations accepted in No. 2.1, particularly due to default, incomplete
      or belated communication of considerable changes of usage by the Tenant,
      for which usage the Landlord had agreed to waive the lease sales tax
      exemption, shall be borne by the Tenant. In particular, the input tax
      adjustment due to the change in usage is just such a disadvantage. In
      addition, the regulations in No. 2.3 correspond to the question of the
      compensation for damages.


                                     Page 3

ss.3 Leasing Period

3.1   The leasing period shall begin on May 15, 1999, and run for a period of
      five years until May 31, 2004.

3.2   Twelve months must have elapsed before the Tenant may give notice of
      termination of the lease agreement. Unless a 6 months' notice has been
      received by registered letter by the end of this lease agreement, this
      contract shall be renewed for another 12 months.

3.3.  Should the leased premises still be leased upon the conclusion of this
      lease agreement, in the event that the premises have not been vacated, the
      Landlord shall be held liable only for malicious intent or gross
      negligence. The same liability applies to new buildings or renovations
      that have not been completed on time.

3.4   The preparation of the leased premises shall be executed according to the
      blueprint and cost estimate attached as Appendices 1-3. The preparation
      time has been calculated as being seven weeks following submission of the
      signed lease agreement (in the original). The Landlord can only comply
      with the scheduled commencement of the leasing period, which is more
      closely described under ss. 3.1, if the signed lease agreement is
      submitted to the Landlord by March 26, 1999. Delays caused by the Tenant
      or later structural changes, which cause a prolongation of the
      construction time, do not entitle the Tenant to either compensation or
      withholding of the rent money agreed upon. The security deposit can be
      handed in subsequently up to the commencement date of the commencement of
      the lease agreement.


                                     Page 4

ss.4  Rent and Utilities

4.1   Rent and utilities amount to the following:

      Basic rent per month:                                      EURO  19,025.36

      2 outside parking places @ EURO 76.69                      EURO     153.39

      8 underground parking places @ EURO 127.82                 EURO   1,022.58


          Net rent per month                                     EURO  20,201.33

          Monthly advance payments for hot and warm water costs  EURO     438.00

          Monthly advance payments for other operating costs     EURO   1,960.00
          according to ss.4.2


          Sub-total                                              EURO  22,599.33

          Value-added sales tax - 16% at present                 EURO   3,615.89


          Total gross rent                                       EURO  26,215.22


      The total gross rent shall be paid no later than the third of the month to
      the Landlord's account in the Internationales Immobilien - Institut GmbH
      (International Real Estate Institute, L.L.C.) in Munich.

      Account No.      F1: 62 004 282

      Bank Code        700 202 70

      Bank             Bayerishe Hypo- und Vereinsbank AG

      The Tenant hereby empowers the Landlord to collect the total gross rent
      and the arrears according to ss. 4.2 - 4.5, as well as further payment
      obligations within the scope of the lease agreement by means of an
      automatic debt transfer from the Tenant's account as follows:

      Account No.
      Bank Code

      Credit institution:

                                     Page 5

      If the Tenant is late with his payment or defaults, he shall pay interest
      on the arrears in the amount of 4% above the prime rate according to the
      Discount Rate Transitional Act (DuG).

4.2   The Tenant shall reimburse the Landlord the operating costs, i.e., the
      subsequent costs that are constantly accruing to the latter through the
      regular and ordinary use of the building or the economic unit of the
      adjacent buildings, facilities, equipment and property. In principle, it
      is the Landlord's right to authorize the work required for the stipulated
      use of the building or to award contracts for this purpose. With respect
      to some operating costs, the Landlord may request the Tenant to take care
      of the work himself or have him award the necessary contracts. In this
      event, the Tenant shall pay the costs directly instead of operating costs.
      Basically, the Tenant shall bear the following costs:

4.2.1 The Accruing Public Encumbrances on the Premises, in particular the Land
      Tax Should the land tax be increased subsequently during the term of the
      lease agreement, e.g., because the value of the property has been
      reassessed due to the new construction, the Tenant shall bear the
      resulting higher taxes, regardless of when they were established.

4.2.2 Costs for water supply and drainage

4.2.3 Heating costs

4.2.4 Hot water supply costs

4.2.5 Costs of the operation of the personnel and service elevator, operation
      and maintenance of the facilities, particularly the operation, inspection,
      servicing, cleaning, periodic testing of the operational readiness and
      occupational safety, including fitting by experts as well as the prime
      mover, alarm installations, and emergency systems, where applicable.

4.2.6 Costs of street cleaning and garbage removal (public fees and costs for
      non-public measures).

4.2.7 Housekeeping costs (Keeping the sections of the buildings used jointly
      clean, as well as the building facilities and accesses, as well as the
      purchasing of cleaning agents and equipment, the costs for dispersing salt
      and the cost of the product itself, the operation and maintenance of
      vacuum cleaners, sweepers and other maintenance equipment as well as pest
      control). The costs of periodic cleaning of the walls and shutters.

4.2.8 Landscaping costs (Care of planted areas, including sidewalks and roads,
      accesses and service roads, and, where applicable, existing roof greenery
      and hydroponics, including the replacement of plants, woods,


                                     Page 6

       earth, sand, gravel and the like, as well as the operation, maintenance
       and repair of lawn mowers and other gardening equipment).

4.2.9  Lighting costs. (Outside lighting and lighting of the jointly used
       sections of the buildings as well as fuses, light bulbs and fluorescent
       tubes for these areas, as well as the operation and maintenance of the

4.2.10 Costs of chimney sweeping and emissions testing.

4.2.11 Costs of property and liability insurance (Costs of insurance against
       fire, storm and water damage), glass insurance (only for common areas),
       liability insurance for the building, the oil tank or the elevator.

4.2.12 Costs for the caretaker and house technician, who is responsible, in
       addition to the caretaker for the following: current salaries, social
       benefits, compensation, special payments, monetary compensation, payments
       in kind and other allowances, including employer contributions for social
       security, professional associations and the like, in addition to
       replacements for employees on vacation or on sick leave, as well as
       reimbursements of expense allowances paid by the Landlord and
       reimbursement of expenses, excluding, however, special compensation paid
       for maintenance and renovation.

4.2.13 Costs for gatekeepers and security.

4.2.14 Costs of operating the community antenna (the prime mover, periodic
       testing of the operational readiness, including fitting by experts) and
       broadband access.

4.2.15 Costs for the operation, maintenance and upkeep of refuse chutes,
       power-operated garbage removal equipment, gutters, lightning arrestors,
       emergency power generator, drainage pipes, fire alarm systems, sprinkler

4.2.16 Costs for snow and ice removal including the salt required for this

4.2.17 Other operating costs that are not mentioned in items 1 to 16, but which
       are directly connected with the management of the building or the
       business unit, i.e., the operating costs of adjacent buildings,
       facilities and equipment, as well as the costs for the operation and
       maintenance of fire extinguishers and other household appliances, costs
       for the operation and maintenance of the existing ventilation system, a
       humidifier or an existing supporting refrigeration system, where
       applicable, as well as new taxes, duties and user charges or other
       property costs levied on real property and landholdings.

4.2.18 Costs of real property management and operating cost accounting
       procedures, the flat rate being 1.5% of the net rent.


                                     Page 7

4.2.19 The meters for the heating costs, cold water usage and - and, where
       applicable, hot water usage, shall be rented. The costs shall be included
       with the yearly operating costs.

4.3    The operating costs constantly accruing to the Landlord shall be adjusted
       for the Tenant in consideration of the advance payments to be paid by the
       latter. Said costs are divided into the costs of heating, including hot
       water (heat bill) and the other operating costs. The allocation formula
       and the billing cycle shall be determined by the Landlord after a proper
       assessment. The allocation formula as well as the billing cycle
       originally selected may be changed by the Landlord after a proper
       assessment. The Landlord is entitled, after a proper assessment, to
       re-determine the advance payments for the operating costs based on the
       previous calculation in view of the already established changes in
       operating costs.

       The Landlord shall invoice the operating costs (heating and ancillary
       costs) in Euro dollars. The invoices submitted by the Landlord in German
       marks, are invoiced to the Tenant on the basis of the official conversion
       rate in Euro dollars. The amounts converted into Euro dollars are rounded

4.4    The heating bill shall be invoiced by the Landlord according to the terms
       of the HKVO (heating and ventilation) for heat billing.

4.5    Arrears and accounts based on operating costs invoices are to be settled
       within one month following receipt of the final bill.

4.6    Should the lease agreement or usufruct relationship terminate during the
       billing cycle, an interim reading shall be taken with the measuring
       devices to determine heat consumption for invoicing purposes. The costs
       of the interim reading shall be borne by the Tenant.

4.7    Even if the lease agreement or usufruct relationship is terminated during
       the billing cycle, the operating costs shall be invoiced according to the
       above-mentioned provisions. There shall be no intermediate invoice.

4.8    Invoices may be consulted at the head office of the Landlord/Manager for
       one month following receipt of the final bill.

4.9    The Tenant may set off against the Landlord's payment claims only if his
       claim for set-off is undisputed or has become res judicata. The same
       applies to the Tenant exercising his right of retention.


                                     Page 8

4.10  The Tenant is entitled to reduce the rent or make other claims due to a
      defect in the leased premises only if the suitability for use of the
      leased premises is considerably reduced for more than a temporary period
      of time.

      A reduction in rent due to a defect that the Tenant was aware of when he
      inspected the leased premises prior to the signing of this contract, or
      may have been aware of under the given circumstances, or which he still
      accepted when he signed the acceptance-transfer certificate, is precluded;
      due to this type of defect, further claims made by the Tenant (e.g.,
      compensation for damages, remedial action) are also precluded.

      A reduction in rent and the invoking of other claims against the Landlord
      is precluded, if under the circumstances for which the Landlord is not
      responsible (e.g., detours, roadblocks, public works, public works around
      neighboring buildings, etc.), the industrial use of the premises is
      impaired. The Landlord shall assign the claims to which he is legally
      entitled with respect to the leased premises to third parties.

ss.5  Security Deposit

As security for all assigned or some outstanding claims of the Landlord's
against the Tenant, arising from this contractual relationship, as well as any
negligent actions, the Tenant shall have an irrevocable, open-ended bank deposit
issued to the Landlord, with himself as the primary debtor, at a German bank of
his choice. The amount of the bank deposit shall be as follows:

                                78,650.00 EURO
        (in words: seventy-eight thousand, six hundred and fifty EURO)

The original bank deposit document shall be handed over to the Landlord by the
time of the signing of the contract, but by the beginning of the lease agreement
at the latest. It has been agreed that the Landlord's form shall used be used
for the security deposit, which is attached to this lease agreement.

ss.6  Adjustment of monthly rent. Renewal option

6.1   On June 1, 2000, and thereafter yearly, every June 1, the monthly net rent
      shall increase or decrease according to ss. 4 of this lease agreement by
      the percentage by which the consumer price index of all private households
      in Germany (territorial boundaries according to October 3,1990), of the
      Federal Statistics Office (Basis 1991 = 100) has increased or decreased in
      comparison with the index status at the commencement of the leasing
      agreement according to ss. 3.1 of this lease agreement (and by subsequent
      changes to the index status of the latest change in rates). Neither the
      Landlord nor the Tenant are notified of the change in rent which occurs to
      the contract partner. ___


                                     Page 9

6.2   Should the clause according to ss. 6.1 of the lease agreement not be
      approved within the scope of the pertinent provisions of the Price Clause
      Act and the Price Clause Ordinance, then either party may request
      adjustment of the rent (retroactively as well) on January 1st of the year,
      whereby the scale for the rent adjustment, which the index change
      mentioned in ss. 6.1, should include considerations of fairness.

      Should a new agreement between the Contracting Parties on the new rent not
      materialize within two months following the first adjustment requests of
      one of the parties, the new rent shall be determined in compliance with
      the above-mentioned scale by a publicly appointed sworn expert. This
      expert is to be named at the request of the one of the Contracting Parties
      by the local competent Chamber of Commerce and Industry (CCI). The expert
      must be actively working in the rental business. The decision of the
      expert as an arbitrator shall be binding on both parties. The right to
      challenge the decision because of an obvious mistake remains unaffected.
      The cost of the expert's decision-making procedure shall be borne by the
      parties following the success-failure ratio depending on the status of the
      negotiations prior to calling the Chamber of Commerce and Industry.

6.3   The Tenant shall be granted the right to renew the lease agreement for 5
      years by means of a unilateral written statement declaration (option). If
      the Tenant chooses to exercise this option, it must submitted in writing
      to the Landlord at least 15 months prior to the expiration of the lease

      If this renewal option is exercised, an agreement must be reached between
      the parties about the amount of rent to be paid during the Tenant's option

      If the Contracting Parties do not come to an agreement about the future
      rent to be paid by 12 months prior to the expiration of the lease
      agreement at the latest, then at the request of one or both of the
      Contracting Parties, an expert named by the Chamber of Commerce and
      Industry in Frankfurt/Main as an arbitrator according to ss. 317 BGB
      [[Translator's note: "Burgerliches Gesetzbuch" = German Civil Code] shall
      decide whether and in what amount a change should be made of the rent paid
      to date after a proper assessment. When deciding what the rent should be,
      the arbitrator must take into consideration what would normally be paid
      for leased premises in a similar location and condition and of a similar
      type and size in Frankfurt/Main at the prevailing rates). The cost of the
      expert's decision-making procedure shall be borne by the parties
      following the success-failure ratio depending on the status of the
      negotiations prior to calling the Chamber of Commerce and Industry.

      The new price agreed up or established by the arbitrator shall be paid
      from the commencement of the option period. During the option period, the
      rent adjustment clause ss. 6.1 shall apply.


                                     Page 10

ss.7  Use of the leased premises

7.1   Should the way in which the leased premises are used require government
      licenses, or may be required during the leasing period, the Tenant shall
      take care of such matters. If government requirements are issued, the
      Tenant shall see to it that they are complied with. The Landlord shall not
      reimburse the Tenant for any of the expenses involved.

7.2   The Landlord may not be held liable for the fact that government licenses
      have been issued for the operation of the Tenant's business or that those
      government licenses issued have not been paid for. The Tenant must obtain
      the legal prerequisites to run his business.

7.3   The Landlord assumes no liability for the fact that the premises are
      designed for a use other than as offices. This is particularly true for
      the loading capacity of the floor structures and the technical
      installations. Should any construction projects become necessary for
      statistical or other reasons, or due to industrial policy regulations or
      requirements, the Tenant is obliged to award such contracts in his name
      and at his expense. These construction projects shall be executed with the
      Landlord's prior approval. Should building permits or the like be required
      for construction projects, they shall be applied for either in the name of
      the Tenant or in the name of the Landlord, as the latter sees fit, at the
      Tenant's expense and risk.

7.4   The Landlord shall not be held liable for damages incurred by water, fire,
      dampness, fungus or smoke to the Tenant's property, regardless of the
      type, origin, duration and scope of the effect, unless the Landlord caused
      the damage intentionally or due to gross negligence.

7.5   Disturbing neighbors with noises, vibrations, smells and the like should
      be avoided when using the leased premises.

7.6   Outside the leased premises, no goods, containers or other objects should
      be left lying around or be stored.

7.7   The Tenant hereby undertakes to bear the costs of having the name plate
      for the premises, for briefcases, elevators and for the electric bell
      installation designed in the style and size requested by the Landlord. The
      Landlord may also make these name plates or have them made at the Tenant's

7.8   The existing display windows or display cabinets shall be always be
      carefully decorated and kept clean.

7.9   The Tenant shall ventilate the premises on a regular basis, and adjust the
      blinds so as to keep the rooms from becoming damp or overheated. Toilets
      shall be cleaned on a regular basis. The floor downcomers shall not be
      allowed to dry out.


                                     Page 11

7.10  Non-competition protection is precluded.

7.11  Structural changes, additions and renovations including changes in
      technical devices in the leased premises needed by the Tenant require the
      Landlord's prior approval. Should building permits or the like be
      required, the Tenant shall apply for these at his expense and risk, either
      in his name or in the Landlord's, as the latter sees fit. The permit for
      construction projects must be presented to the Landlord before work may

      The Tenant shall immediately notify the Landlord when a change in the
      floor plan, for which a permit has been issued, has been implemented, so
      that the Landlord always has an up-to-date floor plan.

7.12  In connection with all the construction projects, the Tenant is obliged to
      take all precautions regarding traffic safety. He therefore takes all the
      precautions necessary to protect third parties from all conceivable
      dangers. Should he transfer the planning and execution of these
      construction projects to third parties, he shall be bound to supervise
      their activities with respect to possible sources of danger. The Tenant
      hereby releases the Landlord from any claims arising from the violation of
      these duties.

ss.8  Care. Maintenance and Repair of the Leased Premises

8.1   The Tenant shall keep the leased premises in order during the entire
      leasing period. This includes the specialized cleaning of windows and
      ledges (both inside and out).

8.2   The esthetic repairs required inside the premises periodically shall be
      the Tenant's responsibility. The Tenant assumes responsibility for up to
      2% of the annual rent plus the value-added sales tax per year.

ss.9  Subletting of the Leased Premises to Third Parties

Subletting of the leased premises is allowed. The Landlord may deny the Tenant
the right to sublet for important reasons. If leased with the intention of
subletting, the Landlord must be immediately notified in writing.

ss.10 Renovations and Repairs Done by the Landlord

10.1  However, improvements, structural changes, as well as other precautions
      required to maintain and improve the house or premises, to remove
      threatening dangers, or to eliminate damages, or which serve to


                                     Page 12

      modernize or develop the leased premises or building may be carried out by
      the Landlord without first obtaining the Tenant's approval. The Tenant
      shall keep the premises intended for projects accessible until an
      announcement to this effect has been made. He may not impede nor delay the
      projects, or he will be liable for the additional costs or damages

10.2  The work required to remove dangers or prevent damages may also be
      performed immediately without prior notice.

10.3  If scaffolding needs to be erected inside or outside the house to carry
      out work, the Tenant shall take the necessary precautions in view of the
      associated dangers.

10.4  To the extent that the Tenant must endure the work performed by the
      Landlord on the leased premises, he may only reduce the rent when the work
      involved completely or considerably restricts his use of the leased

ss.11 Return of the Leased Premises

11.1  The Tenant hereby undertakes to completely vacate all the leased premises
      at the end of the leasing period as well as to return the key he received
      at the beginning of the lease agreement. The leased premises shall be
      handed over renovated, and worn out or damaged floors shall be replaced.
      Furthermore, the Tenant hereby undertakes to remove the dowel pins at his
      expense, to close holes in accordance with the regulations, and to replace
      tiles that have been drilled through in the same style or color. The
      partitions purchased by the Landlord shall be handed over undamaged. If
      these partitions are damaged, they shall be replaced at the Tenant's

11.2  In addition, the Tenant hereby undertakes to complete the esthetic repairs
      by the end of the lease agreement or usufruct relationship. The basis and
      standard for the execution of the esthetic repairs is the restoration of
      the original condition at the beginning of the lease agreement. The Tenant
      is likewise liable for damages to the leased premises that are not due to
      normal wear and tear. In such cases, the Landlord may also require
      replacement in specie. The same applies to culpable damage to the floor
      covering or other furnishings in the leased premises.


                                     Page 13

11.4  Upon the termination of the leasing agreement, the installations erected
      on the Tenant's behalf shall be demolished by the Tenant (demolition
      obligation). However, the Contracting Parties may agree to another
      settlement prior to the termination of the contract.

11.5  If the return of the leased premises is delayed beyond the termination of
      the lease agreement, the application of ss. 568 BGB [Translator's note:
      German Civil Code] (tacit renewal) is precluded.

ss. 12 Summary Termination

12.1  If he presents an important reason, the Landlord is entitled to cancel the
      lease agreement effective immediately without observance of a period of
      advanced notice, particularly when:

      a)    the Tenant, despite a written warning from the Landlord, has
            continued to use the leased premises in a manner that violates the

      b)    the Tenant is in arrears with respect to his rent by an amount that
            is equal to two months' rent, or the Letter of Credit referring to
            his security deposit according to ss. 5 of the leasing agreement was
            not received on time

      c)    the Tenant has initiated receivership proceedings against his
            creditors to protect his assets or has applied for judicial
            receivership proceedings to protect his assets, or judicial
            bankruptcy and insolvency proceedings have been initiated to protect
            the Tenant's assets.

12.2  The Landlord's right to summary termination is not extinguished by the
      fact that the Landlord does not use his prerequisites immediately
      following their presentation.

12.3  The statutory provisions apply to the remainder.

ss.13 Outdoor Advertising

The outside walls of the leased premises are not included in the lease
agreement. The Tenant must ask the Landlord for permission to put up outside

Putting up posters inside and outside the fence is not permitted.

ss. 14 Final Provisions

14.1 Should some of the provisions of this contract be null and void or become
voidable, the contract as a whole will not be affected. Such provisions are to
be replaced by new versions within the scope and purpose of this


                                                                         Page 14

      contract and that best meet the intentions of the two Parties. This layout
      rule applies for any ambiguous or conflicting clauses.

14.2  All explanations shall be sent to the last known address of the other

14.3  Changes and amendments to this contract must be in writing. Separate
      verbal agreements shall be null and void. The same applies to separate
      written agreements.

14.4  The Tenant is a resident within the meaning of ss.4,P. 1, No. 3 AWG
      [Translator's note: AWG = External Economic Relations Act]


      Wording of ss. 4, P. 1, No.3, AWG

      "Natural persons with domicile or usual place of residence in the economic
      territory, legal entities and commercial partnerships with their head
      office or place of management in the economic territory; as well as
      non-resident branches in the economic territory are deemed as residents
      when they have their management and accounting here; non-resident
      establishments in the economic territory are considered residents if they
      have their administration, especially some accounting, herein."

      The Tenant hereby undertakes to immediately announce any changes
      concerning residency or non-residency status.

14.5  The Tenant is liable for damages to the windows of the premises that are
      used exclusively by the Tenant, unless the damages were caused by the
      Landlord. The Tenant shall take out insurance for this purpose.

      The Landlord is insured against tap water, storm and fire damages and has
      liability insurance as well. Since, according to 8.4, the Landlord is not
      liable for damages caused by slight negligence on his part, the Tenant is
      thus obliged to seek insurance protection against such damages himself.

14.6  Both parties to the lease agreement are aware of the special statutory
      written form requirements of 566 P. 1, 126 BGB [Translator's note:
      German Civil Code]. They hereby acknowledge that they each signed a bound
      copy of a single document within the scope of 566, P. 1, 126 BGB.
      If, against all expectations, a doubt should arise about the compliance
      with the statutory requirement for documents in writing, the Parties to
      the lease agreement hereby mutually undertake, at the request of one of
      the Contracting Parties at all reasonable times to take all measures and
      to provide all explanations necessary to satisfy the statutory requirement
      for documents in writing and not to cancel the lease agreement prematurely
      due to a judgment of non-compliance with the statutory requirement for
      documents in writing. This applies not only to the conclusion of the
      original contract/principal contract, but also to amendments,
      modifications, addenda and appendices.


                                     Page 15

14.7  Both Contracting Parties shall store data regarding the administration of
      the lease agreement. The Landlord and Tenant shall ensure that only data
      required regarding compliance of the lease agreement with the regulations
      is stored, and that such data is in accordance with the provisions of the
      Data Protection Act.

14.8  Other Agreements

a)    The Landlord assumes one third of the costs of the Tenant's additional
      requests, resulting from Appendix 1. The Tenant assumes the remaining

b)    The Tenant is aware that at the present time no other areas have been
      developed and that the future development and conversion could well mean
      there will be some installation noise. The Tenant hereby agrees not to
      make a claim for rent reduction due to such noise.

c)    Once the lease agreement has been signed, the model office space may be
      used by the Tenant prior to the date of his official occupancy. The
      incidental costs for this space shall be charged as of April 1, 1999
      (advance payment for heating costs: 148.00 EURO/m(2) per month; advance
      payment for incidental expenses: 660.00 EURO/m(2) per month).

Munich, the                                                         March 26,'99
           ------------------------------    -----------------------

[Stamp illegible]

-----------------------------------------    -----------------------
- Landlord -                                 - Tenant -

Appendix 1: Preparation plan

Appendix 2: Minutes of Meeting for Discussion held on March 1, 1999 - Lease Plan

Appendix 3: Cost Estimate for Lease Plan


                                  LEASE PLAN





  Office ES                  Technical
Office Co                  Office
  Conference                 Office
  Conference                 Toilets Women
  Reception                  Toilets Men
  Development                Entrance
  Office                     Anteroom Technical
                             Toilets Women
                             Toilets Men


                                                Legend: Room Assignments
                                                Codes for area calculations
                                                e.g. Office area = area assignm.

           Development      Office        Staircase        Toilets Men

       Staircase                                     Toilets Women


Development        Archives    Personnel Kitchen

                                            Rental Premises
                                       Barchthaustrasse 1-3
                                          Frankfurt am Main

                   Internationales Immobilien Institut GmbH     PLAN
                                         Albrechtstasse 14D     3rd Floor
                                                     Munich     ARIFICIAL

                                            Torsten Balluff
                                          Dr. Hassan Ghaemi
                                              Lowengasse 27


TORSTEN BALLUFF                               GRADUATE IN ENGINEERING                   ARCHITECT
DR. HASSEN GHAEMI                             GRADUATE IN ENGINEERING                   ARCHITECT
LOWENGASSE 278 D-60985 FRANKFURT AM MAIN      TELEPHONE: (089) 94592860                 FAX (089) 9459285

Minutes of meeting for Discussion No. 01      Property:                                 Page 1
Date: March 1, 1999 gh-h                      Barckhausstr. 1-3, Frankfurt/Main
Re: Barckhaussstrasse, Frankfurt/main         Leased premises preparation: 2 floors


Present:                                      DISTRIBUTION:
Mrs. Orth, ARIF                               iii: Mr. Karl/Mr. Dreher
Mr. Gerlinger, ARIF                           iii: Mr. Meier
Mr. Lopez-Schimm, Muller, in-house            AB: Bailuff/Dr. Ghaemi

On March 1, 1999, the discussion of a lease agreement was held with the Firm
ARIFICIAL in Barckhaussstrasse 1-3:

1.    The ARIFICIAL firm is interested in leasing the 3rd floor area.

2.    The draft should be ready on May 1, 1999.

3.    The ARIFICIAL firm was handed the basic floor plans drawn to a scale of
      1:200. The desired layout was turned over to AB Bailiuff/Dr. Ghaemi and
      Muller International on March 4, 1999. It was to be prepared and presented
      to the ARIFICIAL firm at the beginning of the calendar week 10/99.

4.    The ARIFICIAL firm wants an open receiving area. In addition, one area of
      the leased premises is to be used as a large office. It may thus be
      necessary to refer to the call back inquiry with BAB Frankfurt am Main to
      request the permit.

5.    Once the plans for cost allocation have been handed in, the architects
      should be able to do cost estimates for the additional services requested
      by the Tenant, such as F90 glazing, glazed T30 doors separating the
      corridors, laminated floors (as soundproof as possible), in sections, etc.

6.    A calculation of the costs for leasing the entire 311 floor is also
      supposed to be submitted.


TORSTEN BALLUFF                               GRADUATE IN ENGINEERING                   ARCHITECT
DR. HASSEN GHAEMI                             GRADUATE IN ENGINEERING                   ARCHITECT
LOWENGASSE 278 D-60985 FRANKFURT AM MAIN      TELEPHONE: (089) 94592860                 FAX (089) 9459285

Location: iii-Leased premises 1.103,
          Barckhausstr.1-3/Kettenhofweg, Frankfurt am Main       Preparation of leased premises 3rd floor
Section:  Preparation of 3rd floor     Amount   Unit   EP* in   GP* in   EP* in   GP* in
          Cost estimate for                            DM       DM       EURO     EURO
Position  Explanation



          Sub-total Pos. 1
          Sub-total Pos. 2
          Sub-total Pos. 3

          Total Pos. 1 to 3
          Plus incidental expenses

          Total net costs
          Plus value-added sales tax

          Total gross costs

* [Translator's note: No reference found for these abbreviations]

Cost Estimate



                                                      Contract No. _____________

                             (CONTRACT OF) GUARANTEE

In which               Internationales Immobilen Institut GmbH [Int. Real Estate
                       Albrechtstr. 14, 80636 Munich

hereinafter known as the "Landlord"

and Mr/Mrs./Firm


hereinafter known as the "Tenant"

Lease agreement signed by ___________concerning Apartment/Offices/Premises in
the house

hereby agree that the Tenant is to give the Landlord, as security for the
performance of this contract, as stipulated in the contract a security deposit
in the amount of EURO ___________ (in words _____________________________ EURO).

The security is provided by means of a bank guarantee. It serves as security for
all the claims of the Landlord that arise from the above-mentioned lease
agreement or a any contract amending or replacing this contract or a subsequent
usufruct or a renewal of the contract.

On this premise, we assume the (please provide the exact address)

for the Tenant against the Landlord a guarantee for which the Tenant is directly
liable up to the amount of
(in words _____________________________________ EURO) upon the waiver of the
defense plea of the principal debtor (ss. 768 BGB [Translator's note: German
Civil Code], of the voidability and offsetability (ss. 770 BGB) and of the
benefit of discussion (ss. 771 BGB) as well as of the notifications according to
ss. 177 BGB.

We hereby undertake, at the Landlord's first request, to pay him in full the
amount guaranteed. All that is required as proof of such claims is a photocopy
of the lease account.

If the building is sold in which the leased premises are located, the guarantee
is given to the purchaser.

Our guarantee is valid until the Landlord's claims arising from the
above-mentioned lease agreement have been liquidated. The bank's right, to
release itself from its obligation arising from the guarantee by depositing the
security deposit is precluded. The bank's obligation terminates with the return
of this contract of guaranty.

Venue is Munich, insofar as possible.

_________________________the ______________     ________________________________
Place                             Date                  Stamp and Signature