EXHIBIT 4.3
SUMMARY TRANSLATION FROM THE ORIGINAL HEBREW
UNPROTECTED LEASE AGREEMENT
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BY AND BETWEEN
West End Technology Investment Ltd.(the "LESSEE")
And
I.I.S Intelligent Information Systems Ltd. (the "LESSOR")
WHEREBY the Lessor is the owner and has the right to rent out an office
of 170 square meters, on the 11th floor of an office building at
33 Jabotinsky Street, in Ramat-Gan (the PROPERTY, a sketch of
which is attached to this Agreement); and
WHEREBY the Property exists in a building that was completed after the
year 1968, and there is no protected tenant in the Property, and
no key money has been paid for the Property, and no contributions
in the building of the Property have been made, or any other
payments of a similar nature, and the Lessee is aware that the
lease shall not be a protected lease under the Tenant Protection
Law; and
WHEREBY the Lessor is interested in renting the Property from the Lessee,
and the Lessee is interested in renting the Property to the
Lessor, in a unprotected lease, under the terms set out in this
agreement;
Therefore the parties have agreed to the following:
1. The preamble and appendixes of this Agreement form an integral part of the
Agreement.
2. The Lessee declares that it has examined the Property and has found it
satisfactory to its needs.
The Lessor declares that to the best of its knowledge, there is no hidden
defect in the Property.
In accordance to the Lessor's statement in the preamble and herein, the
Lessee hereby renounces any claim of non-conformity, defect or right of
cancellation.
3. The Lessor hereby rents to the Lessee, and the Lessee rents from him, the
Property for an undefined period of time, that shall begin on February 1st,
2001. Both parties shall have the right to terminate the Agreement at any
time, by written notice of 75 days in advance.
At the beginning of the lease, both parties shall hold a delivery protocol,
where they shall specify the condition of the Property.
4. The Lessee accepts and declares that the laws of the Tenant Protection Law
do not protect the Lease covered by this Agreement, and that this law, or
any similar ones will not protect him.
5. The Property will be used only for managing the offices and as a development
center of the Lessee. The Lessee may not change the purpose of the lease
without express written agreement of the Lessor.
6. The Lessee undertakes not to hold any movable property outside the Property,
and to conduct his business without causing noise, pungent odors, air
pollution or any other nuisance to the Lessor, the neighbors, or any other
person in the building or it's vicinity, other than is reasonable in the
normal purpose of the lease.
The Lessee undertakes to run his activities in a careful and responsible
manner, and furthermore undertakes to comply with all the laws, regulations,
by-laws and rules that apply to the property and it's use, and not endanger
it in any way. The Lessee will use all precautions to keep from any damage
to himself, the Lessor, the building, the property and to any other person
or property.
7. The Lessee undertakes not to assign this Agreement, or any right granted by
it, to any other party, and not to allow any other party to use the
property, whether for consideration, or not. The Lessor may sell the
property, or parts of it, without the Lessee's agreement, as long as the
Lessee's rights are unaffected.
8. The Lessee is responsible for the condition of the Property, and will repair
any damage, except any caused by reasonable wear and tear. The Lessor will
pay for all repairs due as a result or normal day to day use, or that occur
as a result of defects in the structure, or any other damage not the result
of the Lessee's use.
9. The Lessee undertakes not to make any changes, additions or construction in
the structure without the Lessors's permission, in writing, in advance. At
the end of the lease, the Lessee will dismantle all additions/changes at his
own expense, and will return the Property to it's original condition, unless
agreed otherwise between the party's.
10. The Lessee is responsible for all damages occurring as a result of the
Lessee's use of the property, and he will reimburse the Lessor for all
expenses accrued in repairing these damages. To remove all doubt, the Lessee
is not responsible for any damage that has not occurred as a result of his
use of the Property.
11. The rent shall be 17 US$ per square meter, per month. The rent shall be in
Shekels, and shall be set at the last published rate before the time for
payment occurs, plus VAT. The rent shall be payable per month, each month in
advance. In addition to the rent, the Lessee shall also pay other additional
expenses, such as: municipal taxes, electricity, water, telephone,
maintenance of the building and peripherals, and any other running expenses
of the Property.
12. The Lessee is responsible for insuring his own property, and any third party
that comes into contact with it, his employees and guests, against ant
damage that may be caused by them, or to them. The Lessor is responsible for
insuring the structure of the Property itself.
13. Representatives of the Lessor will have the right of entry to the Property,
at reasonable hours, with advance notice, in order to ensure that the
conditions of this agreement are being met, or to carry out whatever actions
are needed under this Agreement, or under the law.
14. At the end of the lease, as stated in section 3, the Lessee will vacate the
Property, and return it to the Lessor clean and free from all chattels and
people, in the condition it was received, except for all reasonable wear and
tear, and any damages not the responsibility of the Lessee. For any delay in
returning the Property, the Lessee will pay the agreed damages of 2.5 the
regular rent, and this without limiting any other or additional rights of
the Lessor.
15. It is agreed that the Lessor may use the Property for his continuing needs,
as long as he is not interfering with the Lessee's ongoing activities. The
Lessee is not to receive any payment for this use.
16. This Agreement is the whole and only agreement between the party's regarding
the subject matter, and cancels and other agreement,, either verbal or in
writing, that has been made before. Any change in conditions must be a
signed agreement.
17. Any concession, extension, discount, not realizing a right, or delaying such
action, under this Agreement, will only be authorized if done by a signed
document, and even then will only apply to the specific action stated, and
will not harm the rights of the party to the Agreement to realize the right
if there is a change or extension of the damage to it.
18. Any notification sent from one party to the other by registered mail will be
deemed to have been given on the third working day from the date sent.
Notifications sent by fax or electronic mail will be deemed to have been
received the day after they have been sent. Notifications given physically
in person are deemed to have been received the moment given.
This Agreement has been signed on the 30th day of January 2001.
West End Technology IIS Intelligent Information
Investments Ltd. Systems Ltd.
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The Lessor The Lessee
The undersigned hereby represents that the above is a fair and accurate
English translation from the original Hebrew of the lease agreement dated
January 30, 2001, entered into between West End Technology Investments Ltd. and
I.I.S. Intelligent Information Systems Ltd.
I.I.S. INTELLIGENT INFORMATION
SYSTEMS LIMITED
By: /s/ Robi Hartman
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Robi Hartman, Chief Executive Officer
Date: June 27, 2001