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EXHIBIT 10.2
(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Higashi-Ikebukuro Center Building
Lease Contract
Lessor: Kokyo Tatemono Kabushiki Kaisha
Lessee: Jupiter Telecommunications Co., Ltd.
Lease Contract
This lease contract (hereinafter referred to as the "Contract") is hereby
made between Kokyo Tatemono Kabushiki Kaisha (hereinafter referred to as
"Lessor") and Jupiter Telecommunications Co., Ltd. (hereinafter referred to as
"JCOM") as to the lease of the office space, as specified in Article 1, leased
from Mr. Taihei Suzuki and Mrs. Tamaki Suzuki (hereinafter collectively referred
to as the "Building Owner").
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 1 (Lease and Description of Office Space)
Lessor hereby leases the office space described below (hereinafter
referred to as the "Leased Office Space") to JCOM and JCOM leases from
Lessor the Leased Office Space.
(1) Description of Building (hereinafter referred to as the "Building")
Name: Higashi-Ikebukuro Center Building
Location (Residential Address): 4-41-24, Higashi-Ikebukuro,
Toshima-ku, Tokyo
Structure and scale: Steel framework, reinforced concrete,
nine floors above ground
(2) Description of Leased Office Space
Of the Building:
Six floor above ground with the floor space of 510.50 sq. m.
(154.42 tsubo)
Seventh floor above ground with the floor space of 510.50 sq.m.
(154.42 tsubo)
Eighth floor above ground with the floor space of 510.50 sq.m.
(154.42 tsubo) (hereinafter referred to as the "Leased Floor
Space") The total Leased Floor Space is 1,531.50 sq.m. (463.26
tsubo) The Leased Floor Space is the exclusive office space shown
with the red line on the attached floor plan.
(3) Furnishings
Electric equipment, lighting fixture, telephone wiring, air
conditioning, security equipment, TV antenna for common use, and other
furnishings are to be used as is.
Article 2 (Purpose of Use)
JCOM shall use the Leased Office Space as an office space and for no
other purposes.
Article 3 (Term of Lease)
1. The Term of Lease shall be full two years from January 1, 1999 to
December 31, 2000.
2. When Lessor or JCOM wishes to terminate this Lease Contract upon
expiration of the term of lease, either party shall notify the other
party in writing to the effect six months prior to the expiration.
3. In the absence of such six months written notice from Lessor or JCOM to
the other party, this Lease Contract shall be automatically extended
for another two years. The same shall apply to the term expiration
thereafter.
Article 4 (Termination of Lease Contract Before Expiration)
When Lessor or JCOM wishes to terminate this Lease Contract, in whole
or a part, during the term of the lease, either party must so notify
the other party in writing six months before termination.
In this case, however, JCOM may immediately terminate this Lease
Contract upon payment of an amount equivalent to six months rents in
lieu of the advance notice
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
specified in the preceding paragraph.
Article 5 (Rent)
The rent shall be 5,095,860 yen per month, with 11,000 yen per tsubo of
the Leased Floor Space. JCOM shall pay the next month's rent by wire
transfer to Lessor's designated bank account by the end of every month,
and the wire transfer fee shall be borne by JCOM. The rent for periods
less than a full month shall be prorated by the number of days of the
relevant month.
2. Lessor may revise the rent provided for in the preceding paragraph on
the renewal date of the Lease Contract through negotiation with JCOM.
3. Notwithstanding the above, Lessor may revise the said rent schedule
through negotiation with JCOM when it considers that the rent is
inappropriate due to a creation of or a substantial increase in taxes
and public charges levied on lands and buildings, or substantial
changes in economic circumstances or improvement of the building
facilities, or changes in the lease terms between Lessor and the
Building Owner.
Article 6 (Miscellaneous Expenses)
In addition to the rent provided for in Article 5, Paragraph 1 above,
JCOM shall bear the following expenses (hereinafter referred to as the
"Miscellaneous Expenses").
(1) Common charges 4,500 yen per tsubo of the Leased Floor
Space
2,084,670 yen per month
(2) Charges for electricity in the Leased Office Space
(3) Any expenses required for repairing, maintenance, operations,
etc. of the fixture and furnishings in the Leased Office Space
to restore the original conditions thereof in accordance with
Article 10.
(4) Any expenses required for minor repairing works and painting
for maintenance of the ceiling, wall, floor, fixture and
equipment in the Leased Office Space.
(5) Any expenses required for repairing works on damage caused
intentionally or out of negligence by JCOM or its
representative, or employees or other related parties.
(6) Any expenses required for cleaning of the Leased Office Space
(7) Any other expenses for which JCOM is liable.
2. The common charges provided for under Paragraph 1, Item (1) above
shall be paid in the manner as specified under Article 5 for the rent
payment, and the other Miscellaneous Expenses shall be paid without
delay upon request by Lessor or a management company of the Building.
3. In the event of any increase in the Miscellaneous Expenses including
upward revision of the public utilities charges or a hike in the
management fee, Lessor may revise the schedule of the Miscellaneous
Expenses provided for under Paragraph 1 above through negotiations
with JCOM.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 7 (Delinquency Charge)
When JCOM fails to make payments for the rent or the Miscellaneous
Expenses or other payments due under the Contract, a delinquency
charge shall be charged at the rate of 18.25% per annum for the period
from the date next following the due date to the date of full payment.
Article 8 (Deposit)
1. JCOM shall provide Lessor with a deposit of 61,150,320 yen to secure
the performance of its obligations under this Lease Contract as
follows: The said deposit shall bear no interest.
(1) 12,230,064 yen on or before the date of this Lease Contract.
(2) 48,920,256 yen on or before the effective date of this Lease
Contract.
2. When JCOM fails to perform its obligations hereunder to pay the rent,
Miscellaneous Expenses, damages, etc., Lessor may apply, at its
discretion, the said deposit to the settlement of such obligations. In
this case, JCOM must make up for any resultant deficiency of the
deposit.
JCOM is not allowed to request Lessor to apply the said deposit to the
payment of the rents due or repayment of any of its obligations
hereunder.
3. Lessor shall return to JCOM the security deposit, once this Lease
Contract has been terminated, JCOM has completely vacated the Leased
Office Space and has repaid all the obligations to Lessor hereunder.
4. JCOM shall neither assign nor encumber its claim on the deposit to the
third party.
Article 9 (Forbidden Acts)
JCOM shall not conduct the following acts.
(1) To assign or encumber the right to lease.
(2) To sublease the Leased Office Space, in whole or in part,
(including the common use or sharing of the space) without
obtaining written approval of Lessor.
(3) To carry in the leased space any dangerous or heavy objects
which may cause trouble to others.
(4) To write letters or put advertisements in and outside the Leased
Office Space, or to install equipment for such purposes in the
absence of written approval of Lessor.
(5) Any acts in breach of the rules and regulations for the use of
the Building as may be set forth by Lessor.
(6) Any acts to cause trouble to other tenants or all the acts to
cause damage to the Building including the Leased Office Space.
Article 10 (Change in and Restoration to the Original State)
1. In newly installing, enlarging, removing, changing any fixture or
equipment in the Leased Office Space, or making changes on or
restoring to the original state thereof, JCOM shall obtain prior
written approval from Lessor and have the
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
contractor designated by Lessor to do the work under the supervision
of Lessor.
In this case, JCOM shall bear all the expenses as well as any
resultant taxes and public charges.
2. When any tax or public charges are levied resulting from the
restoration works provided for in the preceding Paragraph, JCOM must
submit documents as needed to process separate imposition.
Article 11 (Repair)
1. When the Leased Office Space, as well as the fixture or equipment
therein, is in need of repair or any other measures to prevent
disasters, JCOM must promptly so notify Lessor, and Lessor must
immediately respond to such request. All the expenses required on
such occasions shall be borne by Lessor other than those cases
wherein JCOM is required to pay under Article 6 as well as the cases
wherein JCOM is responsible for the cause thereof.
2. JCOM must provide Lessor with a written advance notice of the manner
of repair, ever in the case where it is responsible for the repair of
the Leased Office Space or fixtures and equipments according to the
terms of this Lease Contract.
Article 12 (Door Keys)
1. Lessor shall lend JCOM the door keys and security cards of the Leased
Office Space in quantity as set forth in the key delivery form which
Lessor will separately issue. When JCOM wishes to reproduce those
security cards, it shall so request Lessor after securing prior
approval thereof. Any expenses required for such reproduction shall
be borne by JCOM.
2. Lessor shall not be held responsible for any damage incurred by JCOM
as a result of loss or reproduction of the door keys or security
cards lent by Lessor to JCOM.
Article 13 (Change of Representative, etc.)
JCOM must promptly notify Lessor of any change in its representative
or the person responsible for the use of the Leased Office Space, or
the line or type of its business.
Article 14 (Damages)
JCOM must compensate Lessor, other residents or the third person for
any damage caused either intentionally or negligently by JCOM, its
representative, employee or any other related persons.
Article 15 (Exemption from Liability)
Lessor shall not be responsible for any damage sustained by JCOM
resulting from force majeure including an earthquake, fire, natural
disaster such as storm or flood, theft, disturbance or strike, or any
breakdown of facilities not attributable to Lessor.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 16 (Inspection upon Entry)
1. Lessor or its agent or employee may enter the Leased Floor Space with
a proper advance notice to JCOM for purposes of maintenance,
sanitation, prevention of fire and crimes, relief and protection of
sufferers, or otherwise when necessary for managing the Building, and
take appropriate measures as needed. However, in the event of
emergency such as fire, etc., Lessor may enter the Leased Floor Space
without permission of JCOM and take measures as needed. In this case,
Lessor shall make a post facts report to JCOM without delay.
2. In the cases of the preceding Paragraph, JCOM shall cooperate with
Lessor to take such measures.
Article 17 (Extinction of Contract)
The Contract shall cease to exist when the Building, in whole or in
part, is destroyed or damaged due to natural disaster, fire or other
accidents or force majeure not attributable to Lessor, and the Leased
Floor Space becomes not available for use.
Article 18 (Termination of Lease Contract)
1. When JCOM falls under any of the following events, Lessor may
terminate this Lease Contract without notice.
(1) When JCOM uses the Leased Floor Space for purposes other than
that specified under Article 2.
(2) When JCOM has not paid for two months or more the rents or the
Miscellaneous Expenses as provided for under Article 6.
(3) When JCOM is in breach of the provisions under Article 9.
(4) When JCOM has caused substantial damage or fire on the
Building out of intention or gross negligence of JCOM or its
employee.
(5) When a petition is filed with respect to JCOM for suspension
of banking transactions, dissolution, bankruptcy, corporate
reorganization, or corporate restructuring etc., or when it is
recognized by Lessor that JCOM has substantially lost its
credibility.
(6) When it is recognized by Lessor that there is any substantive
change on the part of JCOM as a party to this Contract as a
result of alteration or merger of its organization, type of
business, etc.
(7) When JCOM is in breach of any one of the provisions of this
Lease Contract or any contract incidental thereto.
2. JCOM must compensate, upon request, for any damage sustained by
Lessor, even after this Lease Contract is terminated by Lessor.
Article 19 (Evacuation of Leased Office Space and Restoration to the Original
Condition)
Upon termination of this Lease Contract, JCOM must vacate the Leased
Office Space in accordance with the following terms.
(1) JCOM shall remove the fixture or furnishings which it
installed, renew the
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
ceiling and floor, and paint the wall, of the Leased Office Space
and thus restore the Leased Office Space to the original
condition and vacate the space. However, when JCOM has vacated
the leased space without implementing such works, restoration to
the original conditions may be done by Lessor at JCOM's expense.
(2) Lessor may dispose of, at its own discretion and at the
expense of JCOM, any belongings of JCOM left behind in the
leased space upon vacation, regarding that JCOM has abandoned
the ownership thereof.
(3) JCOM shall not have the right to claim for compensation for
moving expense, evacuation fee, or key money or its
equivalents for whatever purposes, nor have the right to
claim for a refund of the expenses made available for the
Leased Office Space, or for a purchase thereof.
(4) When JCOM does not vacate the Leased Office Space upon
termination of this Lease Contract, JCOM shall pay twice the
amount of the rents and common charges, as a penalty charge;
provided, however, that this shall not release JCOM from
compensating Lessor separately for damages sustained by
Lessor.
Article 20 (Succession of Position)
1. Upon termination of the lease contract between Lessor and the
Building Owner, Lessor's contractual position under this Lease
Contract shall be succeeded to by the Building Owner. Lessor shall
give JCOM no later than six months advance notice of termination of
the lease contract with the Building Owner and JCOM shall maintain
this Lease Contract with the Building Owner from the date of
termination of the lease contract between the Building Owner and
Lessor.
2. Following the succession of the position of Lessor based on the
preceding paragraph, JCOM shall repay, without delay, the obligations
owed to Lessor.
3. Lessor's obligations to refund the security deposit provided by JCOM
shall be transferred to the Building Owner, and , after the
succession, Lessor shall be free from any obligations hereunder.
Article 21 (Designation of Contractor)
1. In undertaking the works set forth under each item below, JCOM shall
place orders with the contractors designated by Lessor.
(1) Works to make a change of and restore to the original
conditions of the leased space under Article 10 and Article
19.
(2) Cleaning of the Leased Floor Space.
2. Lessor and JCOM shall confirm the purpose of the proceeding
paragraph is to secure the quality and execution work done by the
contractors meets the trade standard. Lessor will accept the
contractors employed by JCOM in principle as
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Lessor's designated contractors.
Article 22 (Rules for Use of the Building)
JCOM must comply with the rules and regulations specified by Lessor
for the use and management of the Building.
Article 23 (Consumption tax)
JCOM shall bear an equivalent of consumption tax levied due to this
Lease Contract and pay it without delay when requested by the
management company of the Building.
Article 24 (Jurisdiction)
Any dispute arising between Lessor and JCOM relating to this Lease
Contract shall be brought to the Tokyo District Court as the
competent court with jurisdiction.
Article 25 (Matters not covered by this Lease Contract)
Lessor and JCOM shall discuss and settle in good faith any matters
not provided for under this Lease Contract, as well as any questions
as to the interpretation of any of the provisions hereof.
IN WITNESS WHEREOF, Lessor and JCOM have executed this Lease Contract in
duplicate, with each party keeping one copy.
September 18, 1998
Lessor: Kokyo Tatemono Kabushiki Kaisha
Chuo-ku, Tokyo
Yamashita Kohei, President
Lessee: Jupiter Telecommunications Co., Ltd.
4-41-24
Higashi-Ikebukuro, Toshima-ku
Tokyo
Tsunetoshi Ishibashi, President
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[Diagram of 6TH FLOOR PLAN]
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
[Diagram of 7TH FLOOR PLAN]
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
[DIAGRAM OF 8TH FLOOR PLAN]
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Amendment of Higashi-Ikebukuro Center Building
Lease Contract
Lessor: Kokyo Tatemono Kabushiki Kaisha
Lessee: Jupiter Telecommunications Co., Ltd.
Amendment to Lease Contract
This is an amendment to the Higashi-Ikebukuro Center Building Lease Contract
made on September 18, 1998 between Kokyo Tatemono Kabushiki Kaisha as "Lessor"
and Jupiter Telecommunications Co., Ltd. as "JCOM" (hereinafter referred to as
the "Original Contract") as follows.
1. Article 5 of Original Contract (Rent)
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Amend "The rent shall be 5,095,860 yen per month, with 11,000 yen per
tsubo of the Leased Floor Space" to "The rent shall be 4,632,600 yen per
month, with 10,000 yen per tsubo of the Leased Floor Space".
2. Amend "a deposit of 61,150,320 yen" to "a deposit of 55,591,200 yen".
Article 8 of Original Contract (Deposit)
3. Other than those portions that are amended hereby, Original Contract
shall remain effective.
4. This Amendment is effective from September 1, 2000.
IN WITNESS WHEREOF, Lessor and JCOM have executed this Lease Contract in
duplicate, with each party keeping one copy.
June 16, 2000
Lessor: Kokyo Tatemono Kabushiki Kaisha
Chuo-ku, Tokyo
Yamashita Kohei, President
Lessee: Jupiter Telecommunications Co., Ltd.
4-41-24
Higashi-Ikebukuro, Toshima-ku
Tokyo
Tsunetoshi Ishibashi, President
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Higashi-Ikebukuro Center Building
Lease Contract
Lessor: Kokyo Tatemono Kabushiki Kaisha
Lessee: Jupiter Telecommunications Co., Ltd.
Lease Contract
This lease contract (hereinafter referred to as the "Contract") is
hereby made between Kokyo Tatemono Kabushiki Kaisha (hereinafter referred to as
"Lessor") and Jupiter Telecommunications Co., Ltd. (hereinafter referred to as
"JCOM") as to the lease of the office space, as specified in Article 1, leased
from Mr. Taihei Suzuki and Mrs. Tamaki Suzuki.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 1(Lease and Description of Office Space)
Lessor hereby leases the office space described below (hereinafter
referred to as the "Leased Office Space") to JCOM and JCOM leases from
Lessor the Leased Office Space.
(1) Description of Building (hereinafter referred to as the
"Building")
Name: Higashi-Ikebukuro Center Building
Location (Residential Address): 4-41-24, Higashi-Ikebukuro,
Toshima-ku, Tokyo
Structure and scale: Steel framework, reinforced concrete,
nine floors above ground
(2) Description of Leased Office Space
Of the Building:
Second floor above ground with the floor space of 510.50 sq. m.
(154.42 tsubo) (hereinafter referred to as the "Leased Floor
Space") The Leased Floor Space is the exclusive office space shown
with the red line on the attached floor plan.
(3) Furnishings
Electric equipment, lighting fixture, telephone wiring, air
conditioning, security equipment, TV antenna for common use, and
other furnishings are to be used as is.
Article 2 (Purpose of Use)
JCOM shall use the Leased Office Space as an office space and for no
other purposes.
Article 3 (Term of Lease)
1. The Term of Lease shall be six months from March 18, 2000 to September
17, 2000.
2. When JCOM wishes to extend this Lease Contract, JCOM shall so notify
Lessor in writing to the effect two months prior to the expiration of
term of lease and get Lessor's consent.
Article 4 (Rent)
The rent shall be 1,544,200 yen per month, with 10,000 yen per tsubo of
the Leased Floor Space. JCOM shall pay the next month's rent by wire
transfer to Lessor's designated bank account by the end of every month,
and the wire transfer fee shall be borne by JCOM. The rent for periods
less than a full month shall be prorated by the number of days of the
relevant month.
Article 5 (Miscellaneous Expenses)
In addition to the rent provided for in Article 4, JCOM shall bear the
following expenses (hereinafter referred to as the "Miscellaneous
Expenses").
(1) Common charges 4,500 yen per tsubo of the Leased
Floor Space 694,890 yen per month
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
(2) Charges for electricity in the Leased Office Space
(3) Any expenses required for repairing, maintenance, operations,
etc. of the fixture and furnishings in the Leased Office Space
to restore the original conditions thereof in accordance with
Article 7.
(4) Any expenses required for minor repairing works and painting for
maintenance of the ceiling, wall, floor, fixture and equipment
in the Leased Office Space.
(5) Any expenses required for repairing works on damage caused
intentionally or out of negligence by JCOM or its
representative, or employees or other related parties.
(6) Any expenses required for cleaning of the Leased Office Space.
(7) Any other expenses for which JCOM is liable.
2. The common charges provided for under Paragraph 1, Item (1) above
shall be paid in the manner as specified under Article 5 for the
rent payment, and the other Miscellaneous Expenses shall be paid
without delay upon request by Lessor or a management company of the
Building.
Article 6 (Deposit)
2. When JCOM fails to perform its obligations hereunder to pay the
rent, Miscellaneous Expenses, damages, etc., Lessor may apply, at
its discretion, the deposit which was deposited to Lessor from JCOM
under Article 8 of Higashi-Ikebukuro Center Building Lease Contract
signed on September 18, 1998 between Lessor and JCOM, to the
settlement of such obligations. In this case, JCOM must make up for
any resultant deficiency of the deposit.
Article 7 (Forbidden Acts)
JCOM shall not conduct the following acts:
(1) To assign or encumber the right to lease.
(2) To carry in the leased space any dangerous or heavy objects
which may cause trouble to others.
(3) To write letters or put advertisements in and outside the Leased
Office Space, or to install equipment for such purposes in the
absence of written approval of Lessor.
(4) Any acts to cause trouble to other tenants or all the acts to
cause damage to the Building including the Leased Office Space.
Article 8 (Change in and Restoration to the Original State)
In newly installing, enlarging, removing, changing any fixture or
equipment in the Leased Office Space, or making changes on or
restoring to the original state thereof, JCOM shall obtain prior
written approval from Lessor and have the contractor designated by
Lessor to do the work under the supervision of Lessor.
In this case, JCOM shall bear all the expenses as well as any
resultant taxes and public charges.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 9 (Repair)
When the Leased Office Space, as well as the fixture or equipment
therein, is in need of repair or any other measures to prevent
disasters, JCOM must promptly so notify Lessor, and Lessor must
immediately respond to such request.
All the expenses required on such occasions shall be borne by Lessor
other than those cases wherein JCOM is required to pay under Article
5 as well as the cases wherein JCOM is responsible for the cause
thereof.
Article 10 (Door Keys)
Lessor shall lend JCOM the door keys and security cards of the Leased
Office Space in quantity as set forth in the key delivery form which
Lessor will separately issue. When JCOM wishes to reproduce those
security cards, it shall so request Lessor after securing prior
approval thereof. Any expenses required for such reproduction shall
be borne by JCOM.
Article 11 (Damages)
JCOM must compensate Lessor, other residents or the third person for
any damage caused either intentionally or negligently by JCOM, its
representative, employee or any other related persons.
Article 12 (Inspection upon Entry)
Lessor or its agent or employee may enter the Leased Floor Space with
a proper advance notice to JCOM for purposes of maintenance,
sanitation, prevention of fire and crimes, or otherwise when
necessary for managing the Building, and take appropriate measures as
needed. However, in the event of emergency such as fire, etc., Lessor
may enter the Leased Floor Space without permission of JCOM and take
measures as needed. In this case, Lessor shall make a post facts
report to JCOM without delay.
Article 13 (Termination of Lease Contract)
1. When JCOM falls under any of the following events, Lessor may
terminate this Lease Contract without notice.
(1) When JCOM uses the Leased Floor Space for purposes other
than that specified under Article 2.
(2) When JCOM has not paid for two months or more the rents or
the Miscellaneous Expenses as provided for under Article
5.
(3) When JCOM has caused substantial damage or fire on the
Building out of intention or gross negligence of JCOM or
its employee.
(4) When JCOM is in breach of any one of the provisions of
this Lease Contract or any contract incidental thereto.
2. JCOM must compensate, upon request, for any damage sustained by
Lessor, even after this Lease Contract is terminated by Lessor.
Article 14 (Evacuation of Leased Office Space and Restoration to the Original
Condition)
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Upon termination of this Lease Contract, JCOM must vacate the Leased
Office Space in accordance with the following terms.
(1) JCOM shall remove the fixture or furnishings which it
installed, renew the ceiling and floor, and paint the wall, of
the Leased Office Space and thus restore the Leased Office
Space to the original condition and vacate the space. However,
when JCOM has vacated the leased space without implementing
such works, restoration to the original conditions may be done
by Lessor at JCOM's expense.
(2) Lessor may dispose of, at its own discretion and at the
expense of JCOM, any belongings of JCOM left behind in the
leased space upon vacation, regarding that JCOM has abandoned
the ownership thereof.
(3) When JCOM does not vacate the Leased Office Space upon
termination of this Lease Contract, JCOM shall pay twice the
amount of the rents and common charges, as a penalty charge;
provided.
Article 15 (Consumption tax)
JCOM shall bear an equivalent of consumption tax levied due to this
Lease Contract and pay it without delay when requested by the
management company of the Building.
Article 16 (Matters not covered by this Lease Contract)
Lessor and JCOM shall apply each articles in Higashi-Ikebukuro Center
Building Lease Contract signed on September 18, 1998 between Lessor
and JCOM, to discuss and settle in good faith any matters not
provided for under this Lease Contract, as well as any questions as
to the interpretation of any of the provisions hereof.
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
IN WITNESS WHEREOF, Lessor and JCOM have executed this Lease Contract in
duplicate, with each party keeping one copy.
March 17, 2000
Lessor: Kokyo Tatemono Kabushiki Kaisha
Chuo-ku, Tokyo
Yamashita Kohei, President
Lessee: Jupiter Telecommunications Co., Ltd.
4-41-24
Higashi-Ikebukuro, Toshima-ku
Tokyo
Tsunetoshi Ishibashi, President
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Higashi-Ikebukuro Center Building
Lease Contract
Lessor: Kokyo Tatemono Kabushiki Kaisha
Lessee: Jupiter Telecommunications Co., Ltd.
Lease Contract
This lease contract (hereinafter referred to as the "Contract") is
hereby made between Kokyo Tatemono Kabushiki Kaisha (hereinafter referred to as
"Lessor") and Jupiter Telecommunications Co., Ltd. (hereinafter referred to as
"JCOM") as to the lease of the office space, as specified in Article 1, leased
from Mr. Taihei Suzuki and Mrs. Tamaki Suzuki (hereinafter collectively referred
to as the "Building Owner").
1
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(ENGLISH TRANSLATION OF JAPANESE LANGUAGE DOCUMENT FOR REFERENCE ONLY).
Article 1(Lease and Description of Office Space)
Lessor hereby leases the office space described below (hereinafter
referred to as the "Leased Office Space") to JCOM and JCOM leases from
Lessor the Leased Office Space.
(1) Description of Building (hereinafter referred to as the
"Building")
Name: Higashi-Ikebukuro Center
Building
Location (Residential Address): 4-41-24, Higashi-Ikebukuro,
Toshima-ku, Tokyo
Structure and Scale: Steel framework, reinforced
concrete, nine floors above
ground
(2) Description of Leased Office Space
Of the Building:
Second floor above ground with the floor space of 510.50 sq.
m. (154.42 tsubo) (hereinafter referred to as the "Leased
Floor Space") The Leased Floor Space is the exclusive office
space shown with the red line on the attached floor plan.
(3) Furnishings
Electric equipment, lighting fixture, telephone wiring, air
conditioning, security equipment, TV antenna for common use, and
other furnishings are to be used as is.
Article 2 (Purpose of Use)
JCOM shall use the Leased Office Space as an office space and for no
other purposes.
Article 3 (Term of Lease)
1. The Term of Lease shall be full four months from September 1, 2000 to
December 31, 2000 and two years each thereafter.
2. When Lessor or JCOM wishes to terminate this Lease Contract upon
expiration of the term of lease, either party shall notify the other
party in writing to the effect six months prior to the expiration.
3. In the absence of such six months written notice from Lessor or JCOM to
the other party, this Lease Contract shall be automatically extended
for another two years. The same shall apply to the term expiration
thereafter.
Article 4 (Termination of Lease Contract Before Expiration)
When Lessor or JCOM wishes to terminate this Lease Contract, in whole
or a part, during the term of the lease, either party must so notify
the other party in writing six months before termination.
In this case, however, JCOM may immediately terminate this Lease
Contract upon payment of an amount equivalent to six months rents in
lieu of the advance notice specified in the preceding paragraph.
Article 5 (Rent)
1. The rent shall be 1,544,200 yen per month, with 10,000 yen per tsubo of
the
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Leased Floor Space. JCOM shall pay the next month's rent by wire
transfer to Lessor's designated bank account by the end of every month,
and the wire transfer fee shall be borne by JCOM. The rent for periods
less than a full month shall be prorated by the number of days of the
relevant month.
2. Lessor may revise the rent provided for in the preceding paragraph on
the renewal date of the Lease Contract through negotiation with JCOM.
3. Notwithstanding the above, Lessor may revise the said rent schedule
through negotiation with JCOM when it considers that the rent is
inappropriate due to a creation of or a substantial increase in taxes
and public charges levied on lands and buildings, or substantial
changes in economic circumstances or improvement of the building
facilities, or changes in the lease terms between Lessor and the
Building Owner.
Article 6 (Miscellaneous Expenses)
In addition to the rent provided for in Article 5, Paragraph 1 above,
JCOM shall bear the following expenses (hereinafter referred to as the
"Miscellaneous Expenses").
(1) Common charges 4,500 yen per tsubo of the Leased Floor
Space
694,890 yen per month
(2) Charges for electricity in the Leased Office Space
(3) Any expenses required for repairing, maintenance, operations, etc.
of the fixture and furnishings in the Leased Office Space to
restore the original conditions thereof in accordance with Article
10.
(4) Any expenses required for minor repairing works and painting for
maintenance of the ceiling, wall, floor, fixture and equipment in
the Leased Office Space.
(5) Any expenses required for repairing works on damage caused
intentionally or out of negligence by JCOM or its representative,
or employees or other related parties.
(6) Any expenses required for cleaning of the Leased Office Space
(7) Any other expenses for which JCOM is liable.
2. The common charges provided for under Paragraph 1, Item (1) above
shall be paid in the manner as specified under Article 5 for the rent
payment, and the other Miscellaneous Expenses shall be paid without
delay upon request by Lessor or a management company of the Building.
3. In the event of any increase in the Miscellaneous Expenses including
upward revision of the public utilities charges or a hike in the
management fee, Lessor may revise the schedule of the Miscellaneous
Expenses provided for under Paragraph 1 above through negotiations
with JCOM.
Article 7 (Delinquency Charge)
When JCOM fails to make payments for the rent or the Miscellaneous
Expenses or other payments due under the Contract, a delinquency
charge shall
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be charged at the rate of 18.25% per annum for the period from the
date next following the due date to the date of full payment.
Article 8 (Deposit)
1. JCOM shall provide Lessor with a deposit of 18,530,400 yen to secure
the performance of its obligations under this Lease Contract on or
before the date of this Lease Contract.
The said deposit shall bear no interest.
2. When JCOM fails to perform its obligations hereunder to pay the rent,
Miscellaneous Expenses, damages, etc., Lessor may apply, at its
discretion, the said deposit to the settlement of such obligations. In
this case, JCOM must make up for any resultant deficiency of the
deposit. JCOM is not allowed to request Lessor to apply the said
deposit to the payment of the rents due or repayment of any of its
obligations hereunder.
3. Lessor shall return to JCOM the security deposit, once this Lease
Contract has been terminated, JCOM has completely vacated the Leased
Office Space and has repaid all the obligations to Lessor hereunder.
4. JCOM shall neither assign nor encumber its claim on the deposit to the
third party.
Article 9 (Forbidden Acts)
JCOM shall not conduct the following acts.
(1) To assign or encumber the right to lease.
(2) To sublease the Leased Office Space, in whole or in part,
(including the common use or sharing of the space) without
obtaining written approval of Lessor.
(3) To carry in the leased space any dangerous or heavy objects
which may cause trouble to others.
(4) To write letters or put advertisements in and outside the Leased
Office Space, or to install equipment for such purposes in the
absence of written approval of Lessor.
(5) Any acts in breach of the rules and regulations for the use of
the Building as may be set forth by Lessor.
(6) Any acts to cause trouble to other tenants or all the acts to
cause damage to the Building including the Leased Office Space.
Article 10 (Change in and Restoration to the Original State)
1. In newly installing, enlarging, removing, changing any fixture or
equipment in the Leased Office Space, or making changes on or
restoring to the original state thereof, JCOM shall obtain prior
written approval from Lessor and have the contractor designated by
Lessor to do the work under the supervision of Lessor. In this case,
JCOM shall bear all the expenses as well as any resultant taxes and
public charges.
2. When any tax or public charges are levied resulting from the
restoration works provided for in the preceding Paragraph, JCOM must
submit documents as
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needed to process separate imposition.
Article 11 (Repair)
1. When the Leased Office Space, as well as the fixture or equipment
therein, is in need of repair or any other measures to prevent
disasters, JCOM must promptly so notify Lessor, and Lessor must
immediately respond to such request. All the expenses required on
such occasions shall be borne by Lessor other than those cases
wherein JCOM is required to pay under Article 6 as well as the cases
wherein JCOM is responsible for the cause thereof.
2. JCOM must provide Lessor with a written advance notice of the manner
of repair, ever in the case where it is responsible for the repair of
the Leased Office Space or fixtures and equipments according to the
terms of this Lease Contract.
Article 12 (Door Keys)
1. Lessor shall lend JCOM the door keys and security cards of the Leased
Office Space in quantity as set forth in the key delivery form which
Lessor will separately issue. When JCOM wishes to reproduce those
security cards, it shall so request Lessor after securing prior
approval thereof. Any expenses required for such reproduction shall
be borne by JCOM.
2. Lessor shall not be held responsible for any damage incurred by JCOM
as a result of loss or reproduction of the door keys or security
cards lent by Lessor to JCOM.
Article 13 (Change of Representative, etc.)
JCOM must promptly notify Lessor of any change in its representative
or the person responsible for the use of the Leased Office Space, or
the line or type of its business.
Article 14 (Damages)
JCOM must compensate Lessor, other residents or the third person for
any damage caused either intentionally or negligently by JCOM, its
representative, employee or any other related persons.
Article 15 (Exemption from Liability)
Lessor shall not be responsible for any damage sustained by JCOM
resulting from force majeure including an earthquake, fire, natural
disaster such as storm or flood, theft, disturbance or strike, or any
breakdown of facilities not attributable to Lessor.
Article 16 (Inspection upon Entry)
Lessor or its agent or employee may enter the Leased Floor Space with
a proper advance notice to JCOM for purposes of maintenance,
sanitation, prevention of fire and crimes, relief and protection of
sufferers, or otherwise when necessary
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for managing the Building, and take appropriate measures as needed.
However, in the event of emergency such as fire, etc., Lessor may
enter the Leased Floor Space without permission of JCOM and take
measures as needed. In this case, Lessor shall make a post facts
report to JCOM without delay.
2. In the cases of the preceding Paragraph, JCOM shall cooperate with
Lessor to take such measures.
Article 17 (Extinction of Contract)
The Contract shall cease to exist when the Building, in whole or in
part, is destroyed or damaged due to natural disaster, fire or other
accidents or force majeure not attributable to Lessor, and the Leased
Floor Space becomes not available for use.
Article 18 (Termination of Lease Contract)
1. When JCOM falls under any of the following events, Lessor may
terminate this Lease Contract without notice.
(1) When JCOM uses the Leased Floor Space for purposes other than
that specified under Article 2.
(2) When JCOM has not paid for two months or more the rents or the
Miscellaneous Expenses as provided for under Article 6.
(3) When JCOM is in breach of the provisions under Article 9.
(4) When JCOM has caused substantial damage or fire on the Building
out of intention or gross negligence of JCOM or its employee.
(5) When a petition is filed with respect to JCOM for suspension of
banking transactions, dissolution, bankruptcy, corporate
reorganization, or corporate restructuring etc., or when it is
recognized by Lessor that JCOM has substantially lost its
credibility.
(6) When it is recognized by Lessor that there is any substantive
change on the part of JCOM as a party to this Contract as a
result of alteration or merger of its organization, type of
business, etc.
(7) When JCOM is in breach of any one of the provisions of this
Lease Contract or any contract incidental thereto.
2. JCOM must compensate, upon request, for any damage sustained by
Lessor, even after this Lease Contract is terminated by Lessor.
Article 19 (Evacuation of Leased Office Space and Restoration to the Original
Condition)
Upon termination of this Lease Contract, JCOM must vacate the Leased
Office Space in accordance with the following terms.
(1) JCOM shall remove the fixture or furnishings which it installed,
renew the ceiling and floor, and paint the wall, of the Leased
Office Space and thus restore the Leased Office Space to the
original condition and vacate the space. However, when JCOM has
vacated the leased space without implementing such works,
restoration to the original conditions may be done by Lessor at
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JCOM's expense.
(2) Lessor may dispose of, at its own discretion and at the expense
of JCOM, any belongings of JCOM left behind in the leased space
upon vacation, regarding that JCOM has abandoned the ownership
thereof.
(3) JCOM shall not have the right to claim for compensation for
moving expense, evacuation fee, or key money or its equivalents
for whatever purposes, nor have the right to claim for a refund
of the expenses made available for the Leased Office Space, or
for a purchase thereof.
(4) When JCOM does not vacate the Leased Office Space upon
termination of this Lease Contract, JCOM shall pay twice the
amount of the rents and common charges, as a penalty charge;
provided, however, that this shall not release JCOM from
compensating Lessor separately for damages sustained by Lessor.
Article 20 (Succession of Position)
1. Upon termination of the lease contract between Lessor and the
Building Owner, Lessor's contractual position under this Lease
Contract shall be succeeded to by the Building Owner. Lessor shall
give JCOM a six months advance notice of termination of the lease
contract with the Building Owner and JCOM shall maintain this Lease
Contract with the Building Owner from the date of termination of the
lease contract between the Building Owner and Lessor.
2. Following the succession of the position of Lessor based on the
preceding paragraph, JCOM shall repay, without delay, the obligations
owed to Lessor.
3. Lessor's obligations to refund the security deposit provided by JCOM
shall be transferred to the Building Owner, and , after the
succession, Lessor shall be free from any obligations hereunder.
Article 21 (Designation of Contractor)
In undertaking the works set forth under each item below, JCOM shall
place orders with the contractors designated by Lessor.
(1) Works to make a change of and restore to the original conditions
of the leased space under Article 10 and Article 19.
(2) Cleaning of the Leased Floor Space.
(3) Moving.
Article 22 (Rules for Use of the Building)
JCOM must comply with the rules and regulations specified by Lessor
for the use and management of the Building.
Article 23 (Consumption tax)
JCOM shall bear an equivalent of consumption tax levied due to this
Lease Contract and pay it without delay when requested by the
management company
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of the Building.
Article 24 (Jurisdiction)
Any dispute arising between Lessor and JCOM relating to this Lease
Contract shall be brought to the Tokyo District Court as the
competent court with jurisdiction.
Article 25 (Special Clause)
The Lease Contract for Higashi-Ikebukuro Center Building dated March
12, 2000 shall be terminated on the date on which this Lease Contract
takes effect.
Article 26 (Matters not covered by this Lease Contract)
Lessor and JCOM shall discuss and settle in good faith any matters
not provided for under this Lease Contract, as well as any questions
as to the interpretation of any of the provisions hereof.
IN WITNESS WHEREOF, Lessor and JCOM have executed this Lease Contract in
duplicate, with each party keeping one copy.
June 16, 2000
Lessor: Kokyo Tatemono Kabushiki Kaisha
Chuo-ku, Tokyo
Yamashita Kohei, President
Lessee: Jupiter Telecommunications Co., Ltd.
4-41-24
Higashi-Ikebukuro, Toshima-ku
Tokyo
Tsunetoshi Ishibashi, President
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[DIAGRAM OF 2ND FLOOR PLAN]
* * *
REPRESENTATION
The undersigned certifies that the foregoing is a fair and accurate
English translation of the original Japanese language document.
/s/ Tsunetoshi Ishibashi
_______________________________________
Tsunetoshi Ishibashi
Chairman
