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Exhibit 10.10
[DIGIPASS]
LEASE AGREEMENT
BETWEEN:
TOPS sa, rue Gillemont 1 B- 6120 Ham-Sur-Heure, represented by ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, Managing Director.
Hereafter referred to as (( the lessor )).
AND:
DIGIPASS sa, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇- ▇▇▇▇ Gosselies, represented by ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Managing Director.
Hereafter referred to as (( the lessee )).
ARTICLE 1 - SUBJECT
The lessor let to the lessee a site for commercial use located in 6041
Gosselies, chaussee de Courcelles 113.
The premises include offices and caretaker accommodation with an approximate
total surface of 900m2, as well as adjacent parking space. This surface is
only given for information, whereas the lessee waives and claim as to the real
surface of the building.
The site has a surface of 54A.
Please note that the access way from Chaussee de Courcelles is a public way.
ARTICLE 2 - TERM AND TERMINATION
This agreement will be in force for a period of 5 (five) years as from the date
of taking the offices into use by the lessee. This one will have the
opportunity to cancel this agreement at the expiry of the two first years by
means of a 6 months prior written notice.
The date of taking the offices into use fixed by both parties is July 1st,
1996.
The first payment will take place at the day of signature of this agreement and
the amount to be paid will be 300.000 Belgian Francs (rent for 1 month).
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ARTICLE 3 - PURPOSE
The building is exclusively leased for commercial use.
Except for the caretaker accommodation, the offices will not be used for any
personal accommodation or other purpose than the above mentioned. The lessee
won't have the opportunity to change the purpose of the lease above mentioned
without the prior written agreement of the lessor.
Both parties agree that each lessee's activity expansion beyond to the purpose
above mentioned will be considered as a major negligence and will result in the
immediate termination of the agreement, without damage for the different
parties in the cessation.
ARTICLE 4 - RENT
The rent is fixed at the monthly amount of 300.000 BF VAT excluded (three
hundred thousand) and is to be paid in advance, by transfer to the account nr
▇▇▇-▇▇▇▇▇▇▇-▇▇ from TOPS sa.
This rent has been determined in accordance with the consumer price index of
the month before the signature of this agreement.
It is said that every change in this index will generate a modification of the
rent according to the following formula :
BASIC RENT X NEW INDEX
--------------------------------
BASIC INDEX
If the increase is limited by the Belgian law, the maximum increase will be
implemented and later on, the lessor will have the opportunity to recover the
difference.
All taxes and expenses are due by the lessee, including the tax on income from
real estate.
In the event that this arrangement would not be applicable, because of a change
in the law or tax regulations, the lessee would have to pay in compensation to
the lessor the same amount as the one generated by this arrangement.
The amounts due by the lessee are subject to an annual interest rate of 12%.
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The parties agree that in case of non-payment within 10 days and after a
written reminder by post resulting in non-payment, the agreement will be
cancelled at the discredit of the lessee.
ARTICLE 5 - REPAIRS AND MAINTENANCE
The normal repair and maintenance costs are due by the lessee.
The more substantive repairs remain at the expense of the lessor, except for
those caused by the lessee.
Concerning the heating systems, the lessee will have the exclusive
responsibility for any repairs and maintenance costs.
At the termination of the agreement, the lessee will have to leave the site in
good order of maintenance, but he will not have to restore the deterioration
caused by the use or the time.
The lessee commits himself to take care of the site during the whole term of
the agreement.
ARTICLE 6 - ELECTRICITY - WATER - GAS
The special attention of the lessee is requested according to the maintenance
of the electric heating systems, water conveyance, gas installations, etc....
individually put at his disposal.
He will have to take care of the maintenance of the different mesurement,
control and capacity devices under his responsibility.
In case of damages to the building or to its installations, the lessee will
have to inform the lessor or his representative as soon as possible.
The lessee will have to pay and support, from the date of taking the site into
use and during the period of this agreement, electricity, gas, water, calorific
costs ...resulting from the use, as well as the rent of the meters put at his
disposal or placed in the rented building.
The lessee will have to fill out counter statements at arrival and at
departure, otherwise, he will be indebted of the amounts due from the previous
statements.
In case the lessee doesn't execute the works mentioned in article 6 and 7, the
lessor will have the right to let them execute at the expense of the lessee.
ARTICLE 7 - RESTRICTIONS OF THE LESSOR'S RESPONSIBILITIES
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No appeal against the owner of the building can take place in case of
non-distribution of water, electricity or gas, nor at the failure of public
services.
ARTICLE 8 - ACCESS / WORKS / CHANGES
The access to the rented building is authorized to the owner or his
representative, as well as to workers and contractors necessary for
maintenance, by means of a prior 24 hours notice.
The lessee is not allowed to make any change to the installations in the rented
building without prior written consent from the lessor.
At the termination of the agreement, the changes made by the lessee remain in
possession of the lessor, without compensation. However, the lessor can require
from the lessee to return the site in its initial condition.
ARTICLE 9 - INSURANCES
The lessee will have to subscribe to a sufficient fire and theft insurance.
The lessee himself and his claimants renounce to any appeal against persons or
societies engaged by the lessor concerning works, assets or installations in
the building.
The lessee will comply with measures of precaution requested by his insurance
company or the lessor's one.
ARTICLE 10 - DEFAULTING TERMINATION OF THE AGREEMENT
In case the agreement would be terminated at the discredit of the lessee, this
would owe an amount equal to the quarter's rent during which the termination
was declared as well as a compensation equal to 6 month rent and expenses,
without predjudice for the repair or maintenance costs.
ARTICLE 11 - NON DIVISION OF THE DUTIES
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The responsibilities resulting from this agreement will have to be executed
jointly by the lessee and his claimants.
ARTICLE 12 - REGISTRATION
The registration, announcement and stamp costs and possible penalties are at
the exclusive expense of the lessee.
ARTICLE 13 - RENTAL GUARANTEE
The lessee, as a guarantee of his engagements has to pay to the lessor prior to
the date of taking into use a rental deposit of 900.000 BF(nine hundred
thousand) equal to a quarter's rent. This deposit will be restituted at the
termination of the agreement, and after the lessor has checked the execution of
the lessee's obligations.
This deposit can be used to pay repair costs at the expense of the lessee at
the termination of the agreement.
ARTICLE 14 - INVENTORY OF THE PREMISES
An inventory of the premises will be made prior to the date of taking into use
by the lessee.
The expenses they generate are assigned as follows : 1/2 at the expense of the
lessee, 1/2 at the expense of the lessor. A second inventory of the premises
will be made the last day of the agreement, at the expense of the lessee.
ARTICLE 15 - SUBLETTING / TERMINATION OF LEASE
The lessee is not allowed to sublet or terminate his agreement without prior
written notice by the lessor.
ARTICLE 16 - JURISDICTION
In case of contention, the Court of Charleroi will have exclusive
jurisdiction.
TOPS SA DIGIPASS SA
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇