Germany-Frankfurt/Main-BarckhausstraBr 2-4 Lease - Internationales Immobilien-Institut GmbH and Artificial Life Deutschland AG
Contract No.
LEASE
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.
01/99
-------------------------
/(1)/[Translator's note: = INTERNATIONAL REAL ESTATE INSTITUTE) L.L.C.]
/(2)/[Translator's note: =AG i.G = Aktiensgesellschaft i.G = Joint Stock
Corporation]
2-14
<PAGE>
1.3 The Contracting Parties agree that the leased premises comprise 826.83
m(2).
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
Tenant.
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.
2-15
<PAGE>
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.
2-16
<PAGE>
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.
2-17
Bank Code
Credit institution:
Page 5
<PAGE>
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,
2-18
<PAGE>
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
clocks).
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
systems.
4.2.16 Costs for snow and ice removal including the salt required for this
purpose.
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.
2-19
<PAGE>
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
off.
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.
2-20
<PAGE>
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. ___
2-21
<PAGE>
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
agreement.
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
period.
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.
2-22
<PAGE>
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
expense.
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.
2-23
Page 11
7.10 Non-competition protection is precluded.
<PAGE>
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
commence.
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
2-24
<PAGE>
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
incurred.
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
premises.
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
expense.
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.
2-25
<PAGE>
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
contract
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
advertising.
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
2-26
<PAGE>
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
Party.
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]
Yes
---
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 ss.ss. 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 ss.ss. 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.
2-27
<PAGE>
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
two-thirds.
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
2-28
<PAGE>
LEASE PLAN
Development
Reception
Conference
Offices
Office ES Technical
Office Co Office
Conference Office
Conference Toilets Women
Reception Toilets Men
Development Entrance
Office Anteroom Technical
Technical
Toilets Women
Toilets Men
Office
2-29
<PAGE>
Legend: Room Assignments
Codes for area calculations
e.g. Office area = area assignm.
Illegible
Development Office Staircase Toilets Men
Staircase Toilets Women
Elevator
Anteroom
Development Archives Personnel Kitchen
Development
Rental Premises
Barchthaustrasse 1-3
Frankfurt am Main
Internationales Immobilien Institut GmbH PLAN
Albrechtstasse 14D 3rd Floor
Munich ARIFICIAL
Torsten Balluff
Dr. Hassan Ghaemi
ARCHITECTS
Lowengasse 27
Frankfurt
2-30
<PAGE>
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
---------------------------------------------------------------------------------------------------------
SUBJECT: DISCUSSION OF LEASE AGREEMENT
---------------------------------------------------------------------------------------------------------
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.
2-31
<PAGE>
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
customization
----------------------------------------------------------------------------------------
Position Explanation
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Compilation
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Sub-total Pos. 1
----------------------------------------------------------------------------------------
Sub-total Pos. 2
----------------------------------------------------------------------------------------
Sub-total Pos. 3
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Total Pos. 1 to 3
----------------------------------------------------------------------------------------
Plus incidental expenses
15%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Total net costs
----------------------------------------------------------------------------------------
Plus value-added sales tax
16%
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Total gross costs
----------------------------------------------------------------------------------------
* [Translator's note: No reference found for these abbreviations]
ARIFICIAL
Cost Estimate
2-32
<PAGE>
INTERNATIONAL IMMOBILIEN INSTITUT
(INTERNATIONAL REAL ESTAT INSTITUTE)
Contract No. _____________
(CONTRACT OF) GUARANTEE
In which Internationales Immobilen Institut GmbH [Int. Real Estate
Institute,L/L.C.
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
EURO_____________
(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
2-33