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EXHIBIT 10
LEASE OF COMMERCIAL PREMISES
1. Lessor
RC GRUPPEN ASA
Business reg. no.: 844 327072
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2. Lessee:
MARINE SHUTTLE OPERATIONS a.s
3. Object of lease
Intervest Garden. Land no. 69, title no. 2561
First floor (2. etasje)
The leased premises comprises 314 m2 of office space, 70 m2 of shared areas
and 16 parking spaces, (total: lease area 383m2)
The shared areas include: - Common canteen
- Entrance with stairs and lift
- Emergency escape stairs
- Technical room with shared equipment (printer,
copier, tele- and datacommunications) and
emergency shelter
4. Use of object of the lease
The object of the lease may be used for office purposes only. Change of business
or operations on the premises is not allowed without Lessor's prior, written
consent. The same applies to sales, exposure, etc., in the shared areas.
5. Take-over
The object of the lease shall be taken over in the condition described to Lessee
on October 5, 1998.
6. Period of lease
From October 15, 2000 to October 5, 2003, after which the lease contract expires
without notice. Lessee has the option for an additional five-year lease at
unchanged conditions. Should Lessee wish to exercise the option, he must notify
Lessor in writing no later than six months before the original contract expires.
7. Rent
The annual rent is NOK 435.852. For the aforementioned rental space, that
amounts to NOK 1,137,14 per m2 per year. The rent, NOK 108.963, is due for
payment in advance on the first day of each quarter.
In addition to the rent, Lessee shall pay his proportional share of expenses for
cleaning the offices and shared areas as well as interior and exterior window
cleaning.
Canteen operations will be established, and the building's tenants shall pay
their proportional share of the costs.
Lessee shall pay direct and on his own account: Power for own premises,
according to a separate meter. Janitor services for own use.
Where water is required for purposes other than lavatories, regular cleaning,
canteen, etc., Lessee himself shall provide his own water meter and calculate
associated expenses as well as pay for said water consumption.
Overdue payment of rent and/or share of service charges will be charged with
interest pursuant to Act no. 100 of December 17, 1979 or subsequent law enacted
in its place. Lessor has the right to charge a reminder fee.
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8. Faults and defects
Lessee must notify in writing of any damages and defects, etc., within
reasonable time after he should have discovered them. Lessee is not entitled to
claims because of faults and defects that Lessee knows about or should know
about upon entering into the agreement.
9. Subletting / transfer / corporate changes
The premises may not be sublet and the agreement may not be transferred, either
in whole or in part, without Lessor's prior, written consent.
"Transfer" also includes transfer of the minimum number of shares or units which
by themselves constitute controlling interest (general majority) in the company.
Lessor shall on request be given information confirmed by Lessee's accountant as
to whether said transfer has taken place.
Corporate changes that significantly weaken Lessee's financial position with
respect to Lessor require Lessor's consent.
10. Lessor's and Lessee's obligations
It is incumbent on Lessor to ensure that the building and technical
installations are kept in a condition corresponding to or better than what they
were at the time of entering into the contract. Lessor shall attend to proper
maintenance, operation and cleaning of exterior facades. (Re. payment of
shared/service expenses, see Section 7.) Lessor may require that Lessee cover
expenses incurred by Lessor in connection with government-required changes in
technical standard, e.g., ventilation, insofar as Lessee benefits from said
changes.
Lessee shall treat the rented premises as well as the rest of the property with
due care.
The premises must not be used in a way that diminishes the general judgement or
appearance of the property, or that creates dust, noise, odours or any other
nuisance to tenants or neighbours. Costs for repairs or replacements associated
with said matters must be carried by Lessee.
Lessee shall follow the house rules, fire/escape instructions and instructions
for lifts and other technical facilities applying to the property at all times.
Furthermore, Lessee shall study and follow any current or future government
regulations and instructions applying to the lease. Broken window panes in any
room included in the lease must be replaced immediately with new ones. Rooms
with water and/or drain pipes must be kept warm enough to avoid frost.
If the business activity entails an increase in insurance premiums or fixed
fees, Lessee himself must pay for the increase. Lessee must notify Lessor of any
matters and/or changes regarding his business activity that may affect the
property's insurance premium.
Lessee must obtain all necessary permits for his use of the premises.
Requirements or orders from the labour inspectorate, board of health, fire
protection authorities, civil defence, industrial safety and emergency
preparedness authority or other public authority, brought about by the activity
conducted on the premises, are Lessee's responsibility.
Waste must be placed in the property's waste containers. Costs are divided
according to space. Lessee must himself and on his own account attend to the
removal of waste of any extraordinary extent or character. Otherwise, Lessor
will have the waste removed on Lessee's account.
Lessee shall give Lessor access to the premises during office/business hours all
days, for inspection, repair, maintenance, assessment, etc. In all cases where
deemed necessary to prevent or limit damage to the property, Lessor has the
right to obtain access to the premises.
Lessee must accept, without compensation or rent reduction, accidental
interruption in the supply of water, electrical power, air, etc.
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11. Alterations in the object of the lease
The premises is of such a nature that prohibits Lessee from altering its
interiors. Should Lessee wish to supplement with nailed-down fixtures, it must
be approved beforehand by Lessor. Said prior approval may be given on the
condition that the alterations become the property of Lessor without
compensation when the lease expires, or that Lessee returns the premises to its
original state.
Prior approval is also required if Lessee wishes to use more electricity, water,
air, drainage, etc., than what the premises are equipped with at the time of
entering into the contract. If said approval is given, Lessee is responsible for
obtaining requisite permits.
With Lessor's written, prior approval, Lessee has the right to put up business
signs as is customary according to the nature and character of the business and
the property. Showcases, vending machines, etc., may not be deployed without
Lessor's prior, written approval. If said approval is given, Lessee is
responsible for obtaining requisite permits. Lessee must himself pay for putting
up his firm name on the shared direction sign according to further agreement
with Lessor. Alteration work described in this section falls to Lessor at the
expiry of the lease, unless Lessor demands that the premises be returned to its
original condition.
12. Maintenance
It is incumbent on Lessor to pay for all exterior maintenance. Similarly, Lessor
is obligated to replace technical facilities such as lifts, ventilation system,
heating plant, etc., when it no longer pays to maintain them.
Lessee shall pay for maintenance of the rented premises, including exterior and
interior maintenance of entrance doors, Venetian blinds and gates as well as
internal maintenance of windows and window frames, so that they are in proper
condition at all times. The maintenance obligation also includes arrangements
and devices that Lessee brings to the premises.
Lessee's maintenance obligation also includes renewal of wallpaper and flooring
and other renovation and repair internally, including surface treatment of
floors, walls and ceiling. Lessor shall ensure that all shared technical
facilities are properly maintained. Costs connected with said maintenance shall
be shared.
Lessee is liable for any damage caused by himself or people in his service,
permanent or contracted, as well as sub-tenants, customers, suppliers and/or
other persons to whom he has given access to the premises. The liability for
damages also includes expenses for exterminating vermin.
Lessee's maintenance obligation also includes damages due to burglary of the
rented premises.
Lessee shall attend to repair and maintenance of signs, etc., that Lessor has
given his consent to put up, cf. S 12.
If Lessee fails to fulfil said obligations, Lessor is obligated, after giving 14
days' notice to fulfil said obligations, to carry out the maintenance work on
Lessee's account.
Lessor is entitled to carry out all work that may be required for proper
maintenance or renewal of the property, and to the same extent carry out any
alteration work both inside and outside the rented premises. Lessee must be
contributive to allowing cables, ducts and pipes, etc., to other parts of the
property to run through the rented premises unobstructed by Lessee's fixtures,
etc.
Lessee must submit to said work without compensation or reduction in rent,
unless it causes him considerable inconvenience. Lessor shall ensure that the
work causes minimal nuisance to Lessee, and shall give Lessee as much advance
notice as possible.
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13. Lessee's breach of contract - vacating object of lease
Lessee accepts that he may be forced to vacate the premises if the rent or
agreed supplementary fees are not paid, cf. S 13-2, 3rd paragraph (a) of the
Enforcement Act.
Lessee accepts that he may be forced to vacate the premises when the lease
expires, cf. S 13-2 3rd paragraph (b) of the Enforcement Act. If Lessee commits
any other serious breach of the lease contract, Lessor may terminate the lease
and Lessee must then vacate the premises.
A lessee who is evicted or who vacates the premises on the order of the lessor
due to breach, or who vacates the premises because of bankruptcy, must pay rent
for the remaining period of the lease, less what lessor may receive from a new
tenant. The lessee must also pay the cost of eviction, legal action and
clearing/cleaning the premises entailed thereby, as well as expenses for renting
out anew. If the lessee vacates the premises because of breach, S 15 will apply
correspondingly.
14. Vacating
When vacating the premises, Lessee must leave the rented premises tidy, clean,
with whole window panes and otherwise in contractual and well-maintained,
craftsmanlike condition, and with all keys. If the maintenance obligation
according to S 13 is fulfilled with normal intervals during the lease period,
Lessor accepts normal wear and tear until Lessee vacates the premises. Unless
agreed otherwise regarding Lessee's fitting up, permanent fixtures, partition
walls, cables, etc., may not re removed when vacating the premises, but shall
fall to Lessor without compensation. Lessor may demand that, when vacating the
premises, Lessee remove all or part of the fixtures, fittings, cables, etc., he
has installed in the premises, and that resultant damages and marks be repaired.
Defects and damages not repaired by Lessee may be repaired by Lessor on Lessee's
account.
Lessor and Lessee shall conduct a joint inspection of the premises well before
the lease expires in order to determine any work required in order to return the
premises to its requisite condition when handed back.
During the last 5 months before vacating the premises, Lessor has the right to
post a sign on the front indicating that the premises will be available. During
the same period, Lessee must, after prior notice, give prospective tenants
access to the premises 2 days per week during office/business hours. Lessor
shall be given access to the premises immediately after Lessee has left.
Lessee must no later than the last day of the lease period remove his belongings
at his own cost. Belongings not removed will be considered abandoned and fall to
Lessor after 14 days. Lessor may remove refuse and left objects/fixtures, etc.,
as stated in the first paragraph on Lessee's account.
15. Bankruptcy
If Lessee goes bankrupt, Lessor may terminate the lease immediately, unless
receivers of the estate take over Lessee's contractual rights and obligations,
cf. S 7-10 of the Creditors Security Act.
16. Insurance
Each party must insure his own interests.
Lessor is not liable for damages or loss due to fire, broken water pipes, etc.,
beyond Lessor's insurance cover as building owner.
Lessee must insure his own structural interiors, fixtures and moveable property,
chattels, machines, merchandise, operating loss and liability with comprehensive
business insurance. Lessee must also cover glass insurance in addition to his
own interests. Lessee's insurance must be formulated so as to indemnify Lessor
from damages arising in the rented premises or relating to the lease in any
other way. Lessee is liable for damages incurred by Lessee's joint contractors
due to interruptions, delays or settlement pursuant to this section.
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17. Force majeure
Strikes, lockouts, blockades or other factors beyond the control of the parties,
such as fire, explosion, machine damage, uncontrollable flood, interruption in
supply of water, electricity, telephone service, etc., riots, war or government
intervention, shall exempt Lessor from fulfilling his contractual obligations
unless the costs are abnormally high. Similarly, he is not obligated to
compensate for loss or damages under said conditions.
18. Pledging/registration
The lease may not be registered without Lessor's written consent. If Lessor
consents, Lessee shall cover the registration costs. Lessee must cancel the
contract no later than one month after the lease expires.
The lease may not be pledged as security without Lessor's written consent.
19. Rent adjustment
The rent shall be adjusted on January 1 each year, effective the first time as
of January 1, 2000, according to the consumer price index of Statistics Norway
(formerly the Central Bureau of Statistics of Norway) or, if said bureau is
abolished, some other corresponding official index. However, the rent may not be
adjusted to below the amount agreed when signing the contract. The initial
contractual index is the index as of July 15, 1998. The rent adjustment is based
on developments as of the initial contractual index until the index for November
each year.
In the event of government intervention (price freeze, etc.) limiting the rent
that Lessor could otherwise have obtained according to this contract, the
contract's adjusted rent shall run as of the date and to the extent that the law
allows.
If new taxes and fees, including value added tax, are levied on the rent or
other agreed fee pursuant to this contract, Lessee must pay said taxes in
addition.
20 Tenant Act
The Tenant Act applies where not regulated by this contract. The following
provisions in the contract give Lessee fewer rights or more obligations than the
provisions in the Tenant Act: Sections 7, 9, 10, 11, 12, 13 and 15.
21. Legal venue
The parties agree to the property's legal venue regarding all disputes involving
the lease.
22. Place and date
Sandnes, October 15, 2000
For RC GRUPPEN ASA:
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For MARINE SHUTTLE OPERATION A.S:
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