Exhibit 10.3
[Translation from Dutch]
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LEASE FOR OFFICE SPACE
and other business premises not subject to Article 7A: 1624 of the Dutch Civil
Code
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according to the model drawn up by the Raad voor Onroerende Zaken (Dutch Real
Property Council) in February 1996. Reference may be made to this model only if
the inserted, added or divergent text is clearly recognisable as such. Any
additions and divergences should preferably be included under the heading
`Special Conditions'. The Council disclaims any and all liability for any
adverse consequences arising from the use of the text of the model.
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The undersigned:
Pr. Dr. D. Valerio, having his registered address at (2342 AN) Oegstgeest,
Rhijngeesterstraatweg 11, hereinafter referred to as "the Lessor",
And
Mr. W.M. Smit company director, having his registered address at 1180 Brussel
(Belgium), Maretaklaan 30B, born in Amsterdam, at 16 October 1946, handling in
the function of president of the company Playlogic International N.V., having
its registered address at Amsterdam, registered in the Trade Register under
number 34169344 having the attorney to represent, identification according to
appendixes of passport and/or driving licences,
hereinafter to be called the `Lessee',
HEREBY AGREE AS FOLLOWS:
Leased Property, designated use and use
1.1 This Lease relates to the business premises of circa 260 m2, hereinafter to
be called the `Leased Property', locally known as Concertgebouwplein 13
ground floor and first floor and garden, cadastral indication Gemeente
Amsterdam, section U, number 7242 and further indicated in the drawing
and/or description of the Leased Property that forms or form part of this
Lease, attached to this Lease and certified by the parties.
1.2 The Leased Property may be used exclusively as office accommodation.
1.3 Without the Lessor's prior permission, the Lessee may not put the Leased
Property to any use other than that described in Article 1.2.
1.4 The highest permissible load on the floor or floors of the Leased Property
is 250 kg/m2.
Conditions
2.1 The General Conditions for the Lease of Office Space and Other Business
Premises not Subject to Article 7A:1624 of the Dutch Civil Code, filed with
the Registrar's Office of the District Court of The Hague on 29 February
1996, and registered there under number 34/1996, hereinafter to be called
the `General Conditions', form an integral part of this Lease. The parties
are familiar with those General Conditions, of which the Lessee has a
received a copy.
2.2 The General Conditions referred to in Article 2.1 will apply unless
otherwise expressly stated in this Lease or unless they cannot be applied
to the Leased Property.
Term, extension and notice
3.1 This Lease has been concluded for a period of 5 (five) years, commencing on
1 April 2002 and ending on 31 March 2007.
3.2 At the end of the period specified in Article 3.1, this Lease will be
extended for a contiguous period of 5 years, therefore until 31 March 2012.
3.3 Termination of this Lease will take place by giving notice effective from
the end of a lease period, with due observance of a notice period of at
least 12 months.
3.4 Termination of this Lease may be effected only by bailiff's writ or by
registered letter.
3.5 Premature termination of this Lease is possible under one of the
circumstances referred to in Article 7 of the General Conditions.
Payment obligation, payment period
4.1 The Lessor will be required to make the following payments: o the rent;
o payment for additional supplies and services plus the turnover tax
payable thereon;
o the turnover tax payable on the rent or a corresponding amount in
accordance with and with due observance of Article 15.2 and 15.3 of
the General Conditions, if the parties have opted for rent subject to
turnover tax;
4.2 The annual rent amounts to (euro) 52.185,- (in words: fifty two thousand
hundred eighty five thousand euros).
4.3 Yearly the rent will be adjusted of 1 April , the rent will be adjusted for
the first time on 1 April 2003, and so on in accordance with Article 4.1 to
4.2 of the General Conditions.
4.4 The payment for additional supplies and services will be determined in
accordance with Article 12 of the General Conditions. A system of advance
payments with settlement in arrears will be applied to that payment, in the
manner provided for in the aforesaid Article.
4.5 The payments to be made by the Lessee to the Lessor will be due as a lump
sum in advance, in successive terms of payment as referred to in Article
4.6, and must have been made in full before or on the first day of the
period to which the payments relate.
4.6 For each term of payment of 3 (three) calendar months, the following
amounts will be payable for:
o the rent:
(euro) 13.046,25
o the advance payment for additional supplies and services provided by
or on behalf of the Lessor
(euro) 1.032,20
______________
total amount:
(euro) 14.078,45
in words: fourteen thousand seventy eight euros and forty five euro cents.
These amounts are exclusive of turnover tax.
4.7 In view of the date of commencement of this Lease, the first payment period
relates to the period from 1 April 2002 to 1 July 2002 and the amount
payable for this period is (euro) 14.078,45 exclusive of turnover tax. The
Lessee will pay that amount including any turnover tax due on that amount
before or on 1 April 2002.
Turnover tax
5.1 All amounts mentioned in this Lease are exclusive of turnover tax. The
Lessee will owe turnover tax on the payment for additional supplies and
services. In the event of lease subject to turnover tax, this also applies
to the rent. The turnover tax will be charged by the Lessor and must be
paid together with the rent and the payment for additional supplies and
services, or the advance payment therefor.
5.2 The parties agree that the Lessor will charge turnover tax on the
rent.
5.3 If it has been agreed that turnover tax will be charged on the rent, the
Lessee hereby irrevocably authorised the Lessor and his successor or
successors in title to submit, also on his behalf, an application within
the meaning of Article 11(1)(b)(5o) of the Wet op de omzetbelasting 1968
(Turnover Tax Act 1968) (opting for taxed rent). If so requested, the
Lessee will co-sign that application and return it to the Lessor within
fourteen (14) days after receiving it from the Lessor for that purpose.
Supplies and services
6.1 After the advance payment for additional supplies and services the parties
hereby agree on the following additional supplies and services to be
provided by or on behalf of the Lessor:
o Usage of Gas/oil including standing charge
o Usage of electricity including standing charge for installations
and lighting of communal spaces.
o Usage of electricity including standing charge for the leased
areas
o Usage of water including standing charge
o Maintenance and periodical control of heating and/or
air-conditioning installation(s)
o Cleaning costs for the communal areas
o Admin costs of 5% for the above mentioned supplies and services
6.2 The advance payment for the additional supplies and services can
be amended in the meantime based on reasonable calculation.
Bank guarantee
7. The amount of the bank guarantee referred to in Article 8.1 of the General
Conditions is (euro) 16.753,36 (in words: sixteen thousand seven hundred
fifty three Euros, thirty six Euro Cents)
Property manager
8. Until the Lessor announces otherwise, the Leased Property will be managed
by Rappange Makelaardij B.V. (020-6240363).
Drawn up and signed in two original copies.
Place: Oegstgeest date: 28 March 02
place: Amsterdam date: 12 March 02
(the Lessor)
(the Lessee)
Dr. D. Valerio
Playlogic International N.V. i.o./
Altaville Investments B.V./
Bentveld N.V.
/s/ W.M. SMIT
Mr. W.M. Smit
Appendices:
o the General Conditions;
o registration of Trade Register;
o copy of identification
o a drawing of the Leased Property;
o the bank guarantee
o a description of the Leased Property.