<PAGE>
LEASE
CALABASAS COURTYARD
MS CALABASAS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
AS LANDLORD,
AND
NETSOL INTERNATIONAL, INC.,
AS TENANT.
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CALABASAS COURTYARD
SUMMARY OF BASIC LEASE INFORMATION
The undersigned hereby agree to the following terms of this Summary
of Basic Lease information (the "Summary"). This Summary is hereby
incorporated into and made a part of the attached Lease (this Summary and the
Lease to be known collectively as the "Lease") which pertains to the building
which is located at 5010 N. Parkway Calabasas, Calabasas CA 91302 (the
"Building"). Each reference in the Lease to any term of this Summary shall
have the meaning as set forth in this Summary for such term. In the event of
a conflict between the terms of this Summary and the Lease, the terms of the
Lease shall prevail. Any capitalized terms used herein and not otherwise
defined herein shall have the meaning as set forth in the Lease.
<TABLE>
<CAPTION>
TERMS OF LEASE
(References are to
the Lease) DESCRIPTION
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<S> <C>
1. Date: October 8, 1999
2. Landlord: MS CALABASAS, LLC, a Delaware limited
liability company
3. Address of Landlord MS Calabasas, LLC
(ARTICLE 24): 1999 Avenue of the Stars
Suite 2000
Los Angeles, California 90067
Attention: Mr. David Simon
And
Allen, Metkins, Leck, Gamble & Mallory LLP
1999 Avenue of the Stars
Suite 1800
Los Angeles, California 90087
Attention: Anton N. Natsis, Esq.
4. Tenant: Netsol International, Inc.
5. Address of Tenant ------------------------------
(ARTICLE 24): ------------------------------
------------------------------
------------------------------
------------------------------
Attention:
--------------------
6. Premises (ARTICLE 1): Approximately 1,357 rentable square feet of
space located on the 1st floor of the
Building, known as Suite 104, as set forth on
Exhibit A attached hereto.
7. Term (ARTICLE 2):
7.1 Lease Term 3 years and 0 months
7.2 Lease The earlier of (i) the date Tenant commences
Commencement business in the Premises, and (ii) the date
Date the Premises are Ready for Occupancy, which
Lease Commencement Date is anticipated to be
December 1, 1999]
7.3 Lease Expiration The last day of the month in which the in
Date 3rd anniversary of the Lease Commencement
Date occurs.
8. Base Rent (ARTICLE 3):
</TABLE>
<TABLE>
<CAPTION>
Lease Year Monthly
------------ Installment
of Base Rent
---------------
<S> <C>
8.1
1. $2,483.31
---------
2. $2,557.51
---------
3. $2,634.54
---------
</TABLE>
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<TABLE>
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9. Additional Rent
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(ARTICLE 4):
9.1 Base Year: Calendar year 2000.
9.2 Tenant's Share of
Direct Expenses: 1.157%
10. Use (ARTICLE 6): General office use only.
11. Security Deposit
(ARTICLE 21): $2,034.54
12. Parking Pass Ratio
(ARTICLE 28): Tenant shall have the right to use four (4)
parking spaces for the term of the lease.
Landlord reserves the right to charge for
parking in the future. Parking is not
reserved and is in common.
13. Broker (Section 29.25): TOLD Partners Inc.
Republic Commercial R. E. Services
</TABLE>
<PAGE>
INDEX
<TABLE>
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ARTICLE SUBJECT MATTER PAGE
<S> <C>
1. REAL PROPERTY, BUILDING AND PREMISES ............................... 1
2. LEASE TERM ......................................................... 1
3. BASE RENT .......................................................... 2
4. ADDITIONAL RENT .................................................... 2
5. USE OF PREMISES .................................................... 4
6. SERVICES AND UTILITIES ............................................. 4
7. REPAIRS ............................................................ 5
8. ADDITIONS AND ALTERATIONS .......................................... 5
9. COVENANT AGAINST LIENS ............................................. 6
10. INSURANCE .......................................................... 6
11. DAMAGE AND DESTRUCTION ............................................. 7
12. NONWAIVER .......................................................... 7
13. CONDEMNATION ....................................................... 7
14. ASSIGNMENT AND SUBLETTING .......................................... 8
15. OWNERSHIP AND REMOVAL OF TRADE FIXTURES ............................ 9
16. HOLDING OVER ....................................................... 9
17. ESTOPPEL CERTIFICATES .............................................. 9
18. SUBORDINATION ....................................................... 9
19. DEFAULTS; REMEDIES ................................................. 9
20. FORCE MAJEURE ...................................................... 10
21. SECURITY DEPOSIT ................................................... 10
22. SUBSTITUTION OF OTHER PREMISES ..................................... 11
23. SIGNS .............................................................. 11
24. COMPLIANCE WITH LAW ................................................ 11
25. LATE CHARGES ....................................................... 11
26. LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT ............... 11
27. ENTRY BY LANDLORD .................................................. 11
28. TENTANT PARKING .................................................... 12
29. MISCELLANEOUS PROVISIONS ........................................... 12
</TABLE>
EXHIBITS
A OUTLINE OF PREMISES
B TENANT WORK LETTER
C NOTICE OF LEASE TERM DATES
D RULES AND REGULATIONS
E ESTOPPEL CERTIFICATE
<PAGE>
INDEX OF MAJOR DEFINED TERMS
<TABLE>
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PAGE
<S> <C>
Additional Rent ...............................................................1
After-Hours HVAC ..............................................................4
Alterations ...................................................................4
Base Building .................................................................4
Base Rent .....................................................................1
Base Year .....................................................................1
Brokers ......................................................................12
Building ......................................................................1
Building Parking Facility .....................................................1
Common Areas ..................................................................1
Direct Expenses ...............................................................1
Estimate ......................................................................3
Estimate Statement ............................................................3
Estimated Excess ..............................................................3
Excess ........................................................................2
Expense Year ..................................................................1
Force Majeure .................................................................9
Hazardous Material ...........................................................12
HVAC ..........................................................................3
Landlord Parties ..............................................................5
Lease Commencement Date .......................................................1
Lease Expiration Date .........................................................1
Lease Term ....................................................................1
Notices ......................................................................11
Operating Expenses ............................................................1
Other Improvements ...........................................................13
Permitted Use .................................................................3
Premises ......................................................................1
Proposition 13 ................................................................2
Real Property .................................................................1
Renovations ..................................................................12
Rent ..........................................................................1
Security Deposit ..............................................................9
Statement .....................................................................3
Subject Space .................................................................6
Tax Expenses ..................................................................2
Tenant's Share ................................................................2
Transfer ......................................................................7
Transfer Notice ...............................................................6
Transfer Premium ..............................................................7
Transferee ....................................................................6
Transfers .....................................................................6
</TABLE>
<PAGE>
LEASE
This Lease, which includes the preceding Summary of Basic Lease
Information (the "Summary") attached hereto and incorporated herein by this
reference (the Lessee and Summary to be known sometimes collectively hereafter
as the "Lessee"), dated as of the date set forth in SECTION 1 of the Summary,
is made by and between MS CALABASA, LLC, a Delaware limited liability company
("Landlord"), and Netsol International, Inc., ("Tenant").
1. REAL PROPERTY, BUILDING AND PREMISES Upon and subject to the terms,
covenants and conditions hereinafter set forth in this Lease, Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord the premises set
forth in SECTION 6 of the summary (the "Premises"), which Premises are
located in and are a part of that certain building (the "Building") located
at 5010 N. Parkway Calabasas, which Building is a part of the mixed use
project known as "Calabasas Courtyard". The Building, the parking facilities
servicing the Building (collectively, the "Building Parking Facility"), any
outside plaza areas, the land, other office building or buildings adjacent to
the Building and the land upon which such adjacent office building or
buildings are located, and other improvements surrounding the Building which
are designated from time to time by Landlord as "Common Areas," as that term
is defined below, appurtenant to or serving the Building, and the land upon
which any of the foregoing are situated, are herein sometimes collectively
referred to as the "Real Property." Tenant shall have the non-exclusive right
to use and enjoy in common with other tenants in the Building those portions
of the Real Property which are provided for use in common by Tenant and any
other tenants of the Real Property (the "Common Areas"). Subject to
Landlord's reasonable rules and regulations and access control procedures,
Tenant shall have the right of access to the Premises twenty-four (24) hours
per day, seven (7) days per week during the "Lease Term," as that term is
defined in ARTICLE 2 of this Lease. Except as specifically set forth in this
Lease and in the Tenant Work Letter attached hereto as Exhibit B, Landlord
shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Premises. Tenant also acknowledges that
Landlord has made no representation or warranty regarding the condition of
the Premises or the Building except as specifically set forth in this Lease
and the Tenant Work Letter.
2. LEASE TERM The terms and provisions of this Lease shall be effective as of
the date of this Lease except for the provisions of this Lease relating to
the payment of Rent. The term of this Lease (the "Lease Term") shall be as
set forth in SECTION 7.1 of the Summary and shall commence on the date (the
"Lease Commencement Date") set forth in SECTION 7.2 of the Summary (subject
to the terms of the Tenant Work Letter) and shall terminate on the date (the
"Lease Expiration Date") set forth in SECTION 7.l.3 of the Summary, unless
sooner terminated or extended as hereinafter provided. For purposes of this
Lease, the term "Lease Year" shall mean each consecutive twelve (12) month
period during the Lease Term, provided that the last Lease Year shall end on
the Lease Expiration Date. At any time during the Lease Term, Landlord may
deliver to Tenant a notice of Lease Term dates in the form as set forth in
Exhibit C, attached hereto, which notice Tenant shall execute and return to
Landlord within five (5) days of receipt thereof.
2.1 OPTION TERM.
2.1.1 OPTION RIGHT Landlord hereby grants the Tenant named in the
Lease (the "Original Tenant"), or its "Affiliates," as that term is defined
in Section 14.7, below, on (1) option to extend the Lease Term for a period
of three (3) years (the "Option Term"), which option shall be exercisable
only by written notice delivered by Tenant to Landlord as provided below,
provided that, as of the date of delivery of such notice, Tenant is not in
default under this Lease and Tenant has not previously been in default under
this Lease more than twice. Upon the proper exercise of each such option to
extend, and provided that, at Landlord's option, as of the end of the initial
Lease Term, Tenant is not in default under this Lease and Tenant has not
previously been in default under this Lease more than once, the Lease Term,
as it applies to the Premises, shall be extended for a period of three (3)
years. The rights contained in this Section 2.1.1 shall be personal to the
Original Tenant and its Affiliates, and may only be exercised by the Original
Tenant or its Affiliates (and not any other assignee, sublessee or other
transferee of Tenant's interest in this Lease) if the Original Tenant and/or
its Affiliates occupies the entire Premises.
2.1.2 OPTION RENT The "Rent," as that term is defined in Section
4.1 of this Lease, payable by Tenant during the Option Term (the "Option
Rent") shall be equal to the annual rent (including additional rent and
considering any "base year" or "expense stop" applicable thereto), including
all escalations, at which tenants, as of the commencement of the Option Term,
are leasing non-sublease, non-encumbered, non-equity space comparable in
size, location and quality to the Premises for a comparable lease term, in an
arms length transactions, which comparable space is located in the Building,
or if there are not sufficient number of comparable transactions in the
Building, then in "Comparable Buildings," as that term is defined herein
below, taking into consideration only the following concessions (the
"Concessions"); (a) rental abatement concessions, if any, being granted such
tenants in connection with such comparable space, and (b) tenant improvements
or allowances provided or to be provided for such comparable space, taking
into account, and deducting the value of, the existing improvements in the
Premises, such value to be based upon the age, quality and layout of the
improvements and the extent to which the same could be utilized by Tenant
based upon the fact that precise tenant improvements existing in the Premises
are specifically suitable to Tenant. If there are not a sufficient number of
deals with a comparable lease term at which tenants as of the anticipated
commencement date of the Option Term are leasing comparable space in the
Building, the Landlord shall look at deals in the building at which tenants
as of the anticipated commencement date of the Option Term are leasing
comparable space for a period of five (5) years, and the Concessions shall be
prorated on a fractional basis, with the numerator being thirty-six (36) and
the denominator being the number of months in the term of those leases upon
which the determination of the Option Rent is being based. For purposes of
this Section 2.1 the term "Comparable Buildings" shall mean comparable office
buildings located in Calabasas, California.
2.1.3 EXERCISE OF OPTIONS The option contained in this Section
2.1 shall be exercised by Tenant, if at all, and only by TEnant delivering
written notice to Landlord (the "Option Exercise Notice") indicating Tenant's
irrevocable election to exercise its right to lease the Premises during the
Option term on or before the date which is on or before three (3) months
prior to the expiration of the Initial Lease Term. The Option Rent shall be
determined as set forth in section 2.1.4 below.
2.1.4 DETERMINATION OF OPTION RENT Landlord and Tenant shall
attempt to agree upon the Option Rent using their best good-faith efforts. If
Landlord and Tenant fail to reach agreement within ten (10) business days
following Landlord's receipt of the Option Exercise Notice (the "Outside
Agreement Date"), then each party shall make a separate determination of the
Option Rent within five (5) business days after the Outside Agreement Date,
and such determinations shall be submitted to arbitration in accordance with
Sections 2.1.4.1 through 2.1.4.7.
2.1.4.1 Landlord and Tenant shall each appoint one
arbitrator who shall be a real estate broker who shall have been active over
the five (5) year period ending on the date of such appointment in the
leasing of commercial properties in the Calabasas, California area. The
determination of the Arbitrators shall be limited solely to the issue of
whether Landlord's or Tenant's submitted Option Rent is the closest to the
actual Option Rent as determined by the arbitrators, taking into account the
requirements of Section 2.3.2 of this Lease. Each such arbitrator shall be
appointed within fifteen (15) days after the applicable Outside Agreement
Date.
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<PAGE>
2.1.4.2 The two (2) arbitrators so appointed shall within
ten (10) days of the date of the appointment of the last appointed arbitrator
agree upon and appoint a third arbitrator who shall be qualified under the
same criteria set forth hereinabove for qualification of the initial two (2)
arbitrators.
2.1.4.3 The three (3) arbitrators shall within thirty (30)
days of the appointment of the third arbitrator reach a decision as to
whether the parties shall use Landlord's or Tenant's submitted Option Rent,
and shall notify Landlord and Tenant thereof.
2.1.4.4 The decision of the majority of the three (3)
arbitrators shall be binding upon Landlord and Tenant.
2.1.4.5 If either Landlord or Tenant fails to appoint an
arbitrator within fifteen (15) days after the applicable Outside Agreement
Date, then the arbitrator appointed by one of them shall reach a decision,
notify Landlord and Tenant thereof, and such arbitrator's decision shall be
biding upon Landlord and Tenant.
2.1.4.6 If the two (2) arbitrators fail to agree upon and
appoint a third arbitrator, or if both parties fail to appoint an arbitrator,
then the appointment for the third arbitrator or any arbitrator shall be
dismissed and the matter to be decided shall be forthwith submitted to
arbitration under the provisions of the American Arbitration Association, but
subject to the instruction set forth in the Section 2.3.4.
2.1.4.7. The cost of the arbitration shall be paid by Landlord
and Tenant equally.
3. BASE RENT Tenant shall pay, without notice or demand, except as
otherwise set forth in this lease, to Landlord at its office in the Building,
check for lawful money of the United States of America, base rent ("Base
Rent") as set forth in SECTION B of the Summary, payable in equal monthly
installments as set forth in SECTION B of the Summary in advance on or before
the first day of each month during the Lease Term, without any setoff or
deduction whatsoever, except as otherwise set forth in this Lease. The Base
Rent for the first full month of the Lease Term, which occurs after the
expiration of any free rent period, shall be paid at the time of Tenant's
execution of this Lease. If any rental payment date (including the Lease
Commencement Date) falls on a day of the month other than the first day of
such month or if any rental payment is for a period which is shorter than one
month, then the rental for any such fractional month shall be a proportionate
amount of a full calendar month's rental. All other payments or adjustments
required to be made under the terms of this Lease that require proration on a
time basis shall be prorated on the same basis.
4. ADDITIONAL RENT
4.1 ADDITIONAL RENT. In addition to paying the Base Rent
specified in ARTICLE 3 of this Lease, Tenant shall pay, up to a maximum of
seven percent (7%) per year of controllable expenses, as additional rent for
Tenant's Share of the annual Direct Expense, which are in excess of Direct
Expenses incurred in the "Base Year;" as that term is defined in SECTION
4.2.1 of this Lease. Such additional Rent, together with any and all other
amounts payable by Tenant to landlord pursuant to the terms of this Lease,
shall be hereinafter collectively referred to as the "Additional Rent." The
Base Rent and Additional Rent are herein collectively referred to as the
"Rent." Without limitation on other obligations of Tenant which shall
survive the expiration of the Lease Term, the obligations of Tenant to pay
the Additional Rent provided for in this ARTICLE 4 shall survive the
expiration of the Lease Term.
4.2 DEFINITIONS. As used in this ARTICLE 4, the following terms
shall have the meanings hereinafter set forth:
4.2.1 "Base Year" shall be the period set forth in SECTION 9.1
of the Summary.
4.2.2 "Direct Expenses" shall mean "Operating Expenses" and
"Tax Expenses."
4.2.3 "Expense Year" shall mean each calendar year in which
any portion of the Lease Term falls, through and including the calendar year
in which the Lease Term expires, provided that Landlord, upon notice to
Tenant, may change the Expense Year from time to time to any other twelve
(12) consecutive month period, and in the event of any such change. Tenant's
Share of Direct Expenses shall be equitably adjusted for any Expense Year
involved in any such change.
4.2.4 "Operating Expenses" shall mean all expenses, costs
and amounts of every kind and nature which Landlord shall pay during any
Expense Year because of or in connection with the ownership, management,
maintenance, repair, replacement, restoration or operation of the Real
Property, including, without limitation, any amounts paid for (i) the cost of
supplying all utilities (except for electricity supplied to tenants' spaces),
the cost of operating, maintaining, repairing, renovating and managing the
utility systems, mechanical systems, sanitary and storm drainage systems, and
any escalator and/or elevator systems, and the cost of supplies and equipment
and maintenance and service contracts in connection therewith; (ii) the cost
of licenses, certificates, permits and inspections and the cost of contesting
the validity or applicability of any governmental enactments which may affect
Operating Expenses, and the costs incurred in connection with the
implementation and operation of a transportation system management program or
similar program; (iii) the cost of insurance carried by Landlord, in such
amounts as Landlord may reasonably determine or as may be required by any
mortgagees or the lessor of any underlying or ground lease affecting the Real
Property and/or the Building; (iv) the cost of landscaping, revamping, and
all supplies, tools, equipment and materials used in the operation, repair
and maintenance of the Real Property and/or the Building; (v) the cost of
parking area repair, restoration, and maintenance, including, but not limited
to, resurfacing, repainting, restriping, and cleaning; (vi) fees, charges and
other costs, including consulting fees, legal fees and accounting fees, of
all contractors engaged by Landlord or otherwise reasonably incurred by
Landlord in connection with the management, operation, maintenance and repair
of the Building and Real Property; (vii) any equipment rental agreements or
management agreements (including the cost of any management fee and the fair
rental value of any office space provided thereunder); (viii) wages, salaries
and other compensation and benefits of all persons engaged in the operation,
management, maintenance or security of the Building and/or Rental Property,
and employer's Social Security taxes, unemployment taxes or insurance, and
any other taxes which may be levied on such wages, salaries, compensation and
benefits; provided, that if any employees of Landlord provide services for
more than one building of Landlord, then a prorated portion of such
employees' wages, benefits and taxes shall be included in Operating Expenses
based on the portion of their working time devoted to the Building; (ix)
payments under any easement, license, operating agreement, declaration,
restrictive covenant, underlying or ground lease (excluding rent), or
instrument pertaining to the sharing of costs by the Building; (x) operation,
repair, maintenance and replacement of all "Systems and Equipment," as that
term is defined in Section 4.2.6 of this Lease, and components thereof, (xi)
the cost of janitorial service, alarm and security service, window cleaning,
trash removal, replacement of wall and floor coverings, ceiling tiles and
fixtures in lobbies, corridors, restrooms and other common or public areas or
facilities, maintenance and replacement of curbs and walkways, repair to
roofs and re-roofing; (xii) amortization (including interest on the
unamortized cost) of the cost of acquiring or the retail expense of personal
property used in the maintenance, operation and repair of the Building and
Real Property; and (xiii) the cost of any capital improvements or other costs
(i) which are intended as a labor-saving device or to effect other economies
in the operation or maintenance of the Real Property and/or the Building,
(ii) made to the Real Property and/or the Building that are required under
any governmental law or regulation, or (iii) which are reasonably determined
by Landlord to be in the best interest of the Building and/or Real Property;
provided, however, that if any such cost described in (i), (ii), or (iii),
above, is a capital expenditure, such cost shall be amortized (including
interest on the unamortized cost) over its useful life as Landlord shall
reasonably determine.
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<PAGE>
if Landlord is not furnishing any particular work or service (the cost of
which, if performed by Landlord, would be included in Operating Expenses) to
a tenant who has undertaken to perform such work or service in lieu of the
performance thereof by Landlord, Operating Expenses shall be deemed to be
increased by an amount equal to the additional Operating Expenses which would
reasonably have been incurred during such period by Landlord if it had at its
own expense furnished such work or service to such tenant. If the Building is
not fully occupied during all or a portion of any Expense Year, Landlord
shall make an appropriate adjustment to the variable components of Operating
Expenses for such year or applicable portion thereof, employing sound
accounting and management principles, to determine the amount of Operating
Expenses that would have been paid had the Building been fully occupied; and
the amount so determined shall be deemed to have been the amount of Operating
Expenses for such year, or applicable portion thereof. Notwithstanding
anything to the contrary set forth in this Article 4, when calculating Direct
Expenses for the Base Year, Operating Expenses shall exclude market-wide
labor-rate increases due to extraordinary circumstances, including, but not
limited to, boycotts and strikes, and utility rate increases due to
extraordinary circumstances including, but not limited to, conservation
surcharges, boycotts, embargoes or other shortages.
4.2.5. "Tax Expenses" shall mean all federal, state,
county, or local governmental or municipal taxes, fees, charges or other
impositions of every kind and nature, whether general, special, ordinary or
extraordinary (including, without limitation, real estate taxes, general and
special assessments, special assessment district payments, transit taxes,
leasehold taxes or taxes based upon the receipt of rent, including gross
receipts or sales taxes applicable to the receipt of rent, unless required to
be paid by Tenant, personal property taxes imposed upon the fixtures,
machinery, equipment, apparatus, systems and equipment, appurtenances,
furniture and other personal property used in connection with the Building),
which landlord shall pay because of or in connection with the ownership,
leasing and operation of the Real Property or Landlord's interest therein. If
in any Expense Year subsequent to the Base Year, the amount of Tax Expenses
decreases below the amount of Tax Expenses in the Base Year, then for
purposes of such Expense Year and all subsequent Expense Years, the Base Year
Tax Expenses shall be deemed to be reduced by the amount of such decrease.
Tax Expenses shall include, without limitation; (i) any tax on Landlord's
rent, right to rent or other income from the Real Property or as against
Landlord's business or leasing any of the Real Property; (ii) any assessment,
tax, fee, levy or charge in addition to, or in substitution, partially or
totally, of any assessment, tax, fee, levy or charge previously included
within the definition of real property law, it being acknowledged by Tennat
and Landlord that Proposition 13 was adopted by the voters of the State of
California in the June 1978 election ("Proposition 13") and that assessments,
taxes, fees, levies and charges may be imposed by governmental agencies for
such services as fire protection, street, sidewalk, and road maintenance,
refuse removal and for other governmental services formerly provided without
charge to property owners or occupants. It is the intention of Tenant and
Landlord that all such new and increased assessments, taxes, fees, levies,
and charges and all similar assessments, taxes, fees, levies and charges be
included within the definition of Tax Expenses for purposes of this Lease;
(iii) any assessment, tax, fee, levy, or charge allocable to or measured by
the area of the Premises or the rent payable hereunder, including, without
limitation, any gross income tax with respect to the receipt of such rent, or
upon or with respect to the possession, leasing, operating, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises,
or any portion thereof; and (iv) Any assessment, tax, fee, levy or charge,
upon this transaction or any document to which Tenant is a party, creating or
transferring an interest or an estate in the Premises.
4.2.6 "Tenant's Share" shall mean the percentage set forth in
SECTION 9.2 of the Summary.
4.3 ALLOCATION OF DIRECT EXPENSES
4.3.1 METHOD OF ALLOCATION. The parties acknowledge that
the Building is a part of a multi-building project and that the costs and
expenses incurred in connection with the Rental Property (i.e., the Direct
Expenses should be shared between the tenants of the Building and the tenants
of the other buildings in the Real Property. Accordingly, as set forth in
Section 4.2 above, Direct Expense (which consists of Operating Expenses and
Tax Expenses) are determined annually for the Real Property as a whole, and a
portion of the Direct Expenses, which portion shall be determined by Landlord
on an equitable basis, shall be allocated to the tenants of the Building (as
opposed to the tenants of any other buildings in the Real Property) and such
portion be the Direct Expenses for purposes of this Lease. Such portion of
Direct Expense allocated to the tenants of the Building shall include all
Direct Expenses attributable solely to the Building and an equitable portion
of the Direct Expenses attributable to the Real Property as a whole.
4.3.2. COST POOLS. Landlord shall have the right, from time
to time, to equitably allocate some or all of the Direct Expenses for the
Real Property among different portions or occupants of the Real Property (the
"Cost Pools"), in Landlord's discretion. Such cost Pools may include, but
shall not be limited to, the office space tenants of a building of the Real
Property or of the Real Property, and the retail space tenants of a building
of the Real Property or of the Real Property. The Direct Expenses within each
such Cost Pool shall be allocated and charged to the tenants within such Cost
Pool in an equitable manner.
4.4 CALCULATION AND PAYMENTS OF ADDITIONAL RENT
4.4.1 CALCULATION OF EXCESS AND UNDERAGE. If for any
Expense Year ending or commencing within the Lease Term, Tenant's Share of
Direct Expenses for such Expense Year exceeds Tenant's Share of Direct
Expenses for the Base Year, then Tenant shall pay to Landlord, in the manner
set forth in SECTION 4.4.2 below, and as Additional Rent, an amount equal to
the excess (the "Excess").
4.4.2 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY
TENANT. Following the end of each Expense Year, Landlord shall give to Tenant
a statement (the "Statement") which Statement shall state the actual Direct
Expenses incurred or accrued for such preceding Expense Year, and which shall
indicate the amount, if any, of any Excess. Upon receipt of the Statement for
each Expense Year ending during the Lease Term, if an Excess is present,
Tenant shall pay, with its next installment of Base Rent, the full amount of
the Excess for such Expense Year, take the amounts, if any, paid during such
Expense Year as "Estimated Excess," as that term is defined in SECTION 4.4.3
below. Even though the Lease Term has expired and Tenant has vacated the
Premises, when the final determination is made of Tenant's Share of the
Direct Expenses for the Expense Year in which this Lease terminates, if an
Excess is present, Tenant shall, within thirty (30) days of receipt of a
Statement setting forth the Excess, pay to Landlord an amount as calculated
pursuant to the provisions of SECTION 4.4.1 of this Lease. The provisions of
this SECTION 4.4.2 shall survive the expiration or earlier termination of the
Lease Term.
4.4.3. Statement of Estimated Direct Expenses. Landlord, at
Landlord's option, may elect to give Tenant a yearly expense estimate
statement the "Estimate Statement") which Estimate Statement shall set forth
Landlord's reasonable estimate (the "Estimate") of what the total amount of
Direct Expenses for the then-current Expense Year shall be and the estimated
Excess (the "Estimated Excess") as calculated by comparing Tenant's Share of
Direct Expenses, which shall be based upon the Estimate, to Tenant's Share of
Direct Expenses for the Base Year. The failure of Landlord to timely furnish
the Estimate Statement for any Expense Year shall not preclude Landlord from
enforcing its rights to collect any Estimated Excess under this ARTICLE 4. If
pursuant to the Estimate Statement an Estimated Excess is calculated for the
then-current Expense Year, Tenant shall pay, with its next installment of
Base Rent, a fraction of the Estimated Excess for the then-current Expense
Year (reduced by any amounts paid pursuant to the last sentence of this
SECTION 4.4.3). Such fraction shall have as its numerator the number of
months which have
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<PAGE>
Addendum to Lease
Addendum to Office Lease dated October 8, 1999, by and between MS Calabasas,
LLC, a Delaware limited liability company, as Lessor and Netsol International,
Inc. as Lessee for the property commonly known as Calabasas Courtyard - 5000 N.
Parkway Calabasas Suite 202, Calabasas, CA 91302.
Term: Three (3) years and zero (0) months.
Condition of
Premises: "As-Is" condition.
Size: 876 rentable square feet / 782 usable square feet.
Base Rent: Year 1 $1,603.08 per month.
Year 2 $1,651.17 per month.
Year 3 $1,700.71 per month.
Tenant's Share
of Direct Expenses: .074%
Parking: Tenant shall receive three (3) parking spaces for
the term of the lease.
Expansion Right: Provided Tenant is not in default, Tenant shall have
the right to expand into available space within the
project. Rates and terms of any new space will be at
the then fair market.
All other terms and conditions outlined in the lease dated October 8, 1999 shall
remain in effect for the term of the lease.
Agreed to and Accepted as of Date 12/16/99
-----------
"Tenant" "Landlord"
Netsol International, Inc. MS Calabasas, LLC
By: /s/ [ILLEGIBLE] By: /s/ David Simon
------------------------------- -------------------------------
It's: President & CEO It's: Vice President
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