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OoTofee^Xo '̂ DATED

(1) LANGTREE LAND AND PROPERTY PLC

(2) TOTAL QUATTRO CARE LTD

(3) IAN RICHARD TURNBULL

(4) SIMON JACKSON

L E A S E

UNIT A3 Unit:

CITY PARK TRADING ESTATE DEWSBURY ROAD FENTON STOKE-ON-TRENT ST42HS

Business Park:

A \ •a-\

lj-H\ day of OOToBeit ioll̂ THIS LEASE is made on the

BETWEEN

LANGTREE LAND AND PROPERTY PLC of Centrix Mouse. Crow Lane East, Newton Le Willows, Merseyside, WA12 9UY ("the Landlord") (1) the party set out in paragraph 1 of the First Schedule ("the Tenant") (2) and the party (if any) set out in paragraph 2 of the First Schedule ("the Surety") (3) and is a new tenancy under the Landlord and Tenant (Covenants) Act 1995

1. DEFINITIONS

In this Lease the following words and expressions have the following meanings:-

the Landlord and Tenant (Covenants) Act 1995

the land more particularly described in paragraph 3 of the First Schedule (of which the Premises forms part)

"1995 Act"

"the Business Park"

all roads driveways service areas forecourts paths entrances exits and other accessways car parking areas landscaped areas and other areas ways amenities in the Business Park for common use and enjoyment by the lessees and occupiers of the Business Park which may be provided or designated from time to time by the Landlord

"Common Parts"

the amount charged by the Landlord in connection with the provision of electricity to the Premises

"Electricity Charge"

mean the following:-"Services"

the cleaning renewing reinstating painting and maintaining of the Common Parts and Service Media as often as the Landlord deems reasonably necessary

(a)

lighting of the Common Parts to such standard and during such hours as the Landlord reasonably deems appropriate

(b)

the insurance of any part of the Common Parts and Service Media which the Landlord considers it prudent to insure against damage by such risks as the Landlord in its discretion decides

(c)

(d) the payment of any rates charges impositions or other outgoings assessed on the Common Parts

the provision operation maintenance repair renewal and replacement of such security systems including CCTV for the Business Park as the Landlord shall reasonably determine

(e)

V I , 1 . 0 8

the provision and maintenance of communal toilet facilities where no toilet facilities exist in the Premises

(0

the amount that the Landlord charges the Tenant from time to time for providing the Services

"Service Charge"

the amount charged by the Landlord in connection with the provision of gas to the Premises

"Gas Charge"

the amount that the Landlord charges the Tenant for insuring the Premises (including Self-insurance by the

" The Insurance Rent"

Landlord)

5% per annum above the base lending rate from time to time of National Westminster Bank pic (or such other bank being a member of the committee of London clearing banks as the Landlord may nominate)

"Interest Rate"

Fire lightning explosion aircraft (or other aerial devices) or articles falling from them riot civil commotion malicious persons acts of terrorism earthquake storm tempest bursting or overflowing of water pipes tanks subsidence settlement heave and any other risk or cover which the Landlord may in its absolute discretion decide (including without limitation cover in respect of the Landlord's liability to third parties) in such sum as in the Landlord's opinion represents their full reinstatement cost and three years loss of rent plus an appropriate sum for architects' and other fees demolition and site clearance costs

"Insured Risks"

The Law of Property Act 1925 "LPA"

the amount (as set out in paragraph 7 of the First Schedule) to be paid by the Tenant to the Landlord in accordance with Clause 4.2 below

"Performance Deposit"

the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990 and the Planning (Consequential Provisions) Act 1990

"Planning Acts"

all that land and buildings more particularly described in paragraph 4 of the First Schedule and forming part of the Business Park

"the Premises"

the Initial Rent (as set out in paragraph 5 of the First "the Rent" Schedule)

Any period from and including the date of any notice by the Landlord to the Tenant (pursuant to clause 7.2.3) electing that the Landlord wishes to self-insure the Premises to and including the date of any notice given

Self-Insurance Period

V I . 1 , 0 8

(pursuant to clause 7.2.3) alter such notice (and prior to any further notice given under clause 7.2.3) that the Landlord no longer wishes to self-insure the Premises

any pipes cables sewers drains gutters ducts and other conducting media through which water soil and surface water electricity gas oil telephone power telecommunications or other services are supplied

"Service Media"

The covenants contained in clause 4 of this Lease "the Tenant's Covenants"

the term of years as specified in paragraph 6 of the First Schedule

"the Term"

a lettable unit on the Business Park "Unit"

The amount charged by the Landlord in connection with the provision of water to the Premises

"Water Charge"

CONSTRUCTION AND INTERPRETATION

The following rules of construction and interpretation apply to each and every part of this lease

Unless the context otherwise requires where in this lease there is reference to the consequences of the Tenant acts omissions and defaults all references to the "Tenant" include references to anyone at the Premises with the express or implied authority of the Tenant

2.1

any covenant by the Tenant not to do any act or thing is where appropriate to be construed additionally as a covenant by the Tenant not to permit or suffer such an act or thing to be done by any other person and any positive covenant by the Tenant extends to an obligation to ensure compliance by third parties

2.2

Words importing the neuter gender include the masculine or feminine gender (as the case may be) and words importing the masculine gender include the feminine gender and vice versa and words importing the singular number include the plural number and vice versa

2.3

Where the Landlord or the Tenant or the Surety for the time being are two or more individuals the terms the Landlord and the Tenant and the Surety shall include the plural number and obligations expressed or implied to be made by such party shall be deemed to be made by or with such individuals jointly and severally

2.4

the particulars and Schedules form part of this lease but the clause paragraph and Schedule headings are not to be taken into account in the construction and interpretation of this lease

2.5

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DEMISE AND RENT

IN CONSIDERATION of the rents and covenants herein contained to be paid and performed by the Tenant the Landlord lets to the Tenant the Premises TOGETHER WITH the rights set out in Part 1 of the Second Schedule on the terms specified but EXCEPT AND RESERVING to the Landlord the rights and reservations as provided in Part II of the Second Schedule TO HOLD the same for the Term as set out in paragraph 6 of the first schedule SUBJECT TO the covenants herein contained PAYING to the Landlord as rent without deduction or set off:-

the Rent by equal quarterly instalments in advance on the usual quarter days in every year by direct debit (the first instalment or proportion (calculated on a daily basis) in respect of the period from the date hereof to and including the day immediately preceding the next quarter day to be paid on or before the execution of the Lease)

3.1

the Insurance Rent such rent to be paid within 7 days of the Landlord demanding the same

3.2

the Service Charge quarterly within 7 days of the Landlord demanding the same

the Electricity Charge the Water Charge and Gas Charge such rent to be paid monthly within 7 days of the Landlord demanding the same

all Interest payable by the Tenant in accordance with Clause 4.3

3.3

3.4

3.5

4 TENANTS COVENANTS

The Tenant covenants with the Landlord throughout the Term as follows:-

to pay the rents referred to in clauses 3.1 3.2 3.3 3.4 and 3.5 at the times and in the manner stated

4.1

on the signing of this lease to pay the Performance Deposit to the Landlord as security of the performance of the Tenant's Covenants. The Performance Deposit shall be returned to the Tenant on the expiry of the Term if the Tenant has complied with the Tenant's Covenants in full

4.2

to pay to the Landlord on demand Interest accruing in respect of the sums due from the Tenant to the Landlord under this lease (whether or not lawfully demanded) which remain unpaid more than 14 days after becoming due and whether or not any such sums have been refused by the Landlord so as not to waive any breach of covenant

4.3

to pay to the Landlord's Administration Fee as specified in paragraph 10 of the First Schedule and the VAT thereon incidental to the preparation and completion of the lease and its counterpart and any new Lease which may be entered into after the termination of this Lease under the provision of the Landlord and Tenant Act 1954

4.4

V I . 1 . 0 8

to pay ail Value Added Tax assessable on any of the rent or other payments to be made by the Tenant under the provisions of this lease and where the Value Added Tax supply relates partly to the Premises and partly other property then the Tenant's covenant is to pay the Landlord a fair proportion (to be conclusively determined by the Landlord) of that sum

4.5

to bear pay and discharge and indemnify the Landlord against all reasonable business rates taxes levies assessments and other outgoing which shall be charged or assessed upon the Premises or any part thereof

to put and keep in repair the Premises excepting damage caused by an Insured Risk other than where the insurance money is irrecoverable in consequence of any act or default of the Tenant or anyone at the premises expressly or by implication with the Tenant's authority

4.6

4.7

4.8 to paint

the outside parts of the Premises usually painted or otherwise treat them in the same manner in which they were previously treated in every third year and in the last year of the Term howsoever determined

4.8.1

decorate and treat all the inside parts of the Premises usually painted decorated and treated in every fifth year and in the last year of the Term howsoever determined

4.8.2

not to knowingly cause or permit any obstruction or interference with the Service Media serving the Premises and not to permit any harmful or deleterious substance to be discharged into any Service Media on the Business Park and if any harm is caused then immediately to repair it to the Landlord's reasonable satisfaction

4.9

4.10 (without prejudice to any other rights of the Landlord) in the event that the Tenant fails to pay any or all of the Electricity Charge the Water Charge or the Gas Charge by the due dates for payment the Landlord shall be entitled to cut off the supply of electricity water gas (as appropriate) to the Premises

to permit the Landlord (and all persons authorised by them at all reasonable times on reasonable prior notice (except in emergency) to enter the Premises in order to:-

4.11

examine the state and repair and condition thereof 4.11.1

ascertain whether the tenant's covenants in this lease have been observed and performed

4.11.2

execute any repairs decorations alterations building engineering or other works to any adjoining premises

4.11.3

facilitate any other reasonable purposes which cannot otherwise be conveniently effected

4.11.4

5 V I . I 0 8

give to the Tenant (or leave on the Premises) a notice specifying any repairs cleaning maintenance or painting that the Tenant has failed to execute in breach of the terms of this lease whereupon the Tenant shall immediately execute the same

If within one month of the service of any notice served under clause 4.11.5 above the Tenant shall not have commenced and be proceeding diligently with the execution of the work referred to in such notice and/or shall fail to complete the work within a reasonable time of service of such notice (taking into account the nature of the want of repair) to permit the Landlord to enter the Premises to execute such work as may be necessary to comply with such notice and to pay to the Landlord on demand as a debt by way of additional rent the cost of so doing and all reasonable expenses properly incurred by the Landlord including legal costs and surveyors fees

Not to make any alterations or addition to the premises save as permitted by the following provisions of this clause:-

4.11.5

4.12

4.13

Not to make internal non-structural alterations to the Premises without obtaining and complying with all necessary consents of any competent authority and paying all charges of any such authority in respect of such consents and entering into such covenants as the Landlord may require as to the execution and reinstatement of the said alterations.

4.13.1

Subject to the provisions of clause 4.13.1 not to make any internal non­structural alterations to the Premises without the consent of the Landlord such consent not to be unreasonably with held or delayed.

4.13.2

To remove any additional buildings, additions, alterations or improvements made to the Premises at the expiration of the Term if so requested by the Landlord and to make good to the Landlords reasonable satisfaction any part or parts of the Premises which may be damaged by such removal.

4.13.3

to use the Premises for the purpose set out in paragraph 9 of the First Schedule only and to comply with any requests made by statutory bodies in relation to that use

4.14

not to use the Premises or permit the same to be used for any offensive noisy or dangerous trade business manufacture or occupation or for any illegal or immoral purposes or for any purpose or in any manner which may be a nuisance to the Landlord or other owners or occupiers of the Business Park

4.15

not to exhibit on the Premises any sign board advertisements placard or letting sign except such as may have been approved in writing by the Landlord

not to store any goods or materials outside the building situated on the Premises and at all times to keep the interior and exterior of the Premises free from rubbish

not to obstruct the roads forecourts footpaths or accessways on the Business Park or any other areas designated by the Landlord for the common use of the owners and occupiers of the Business Park

4.16

4.17

4.18

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not to assign charge demise underlet or otherwise part with or share possession or occupation of the whole or any part of the Premises

to pay the Landlord on demand and on an indemnity basis all costs charges expenses damages and losses (including without prejudice to the generality of the foregoing legal costs bailiffs fees surveyors fees court disbursements and charges for dishonoured cheques) incurred by the Landlord in relation to or incidental to:-

the preparation and service of any notice under Section 146 or 147 of the Law of Property Act 1925 notwithstanding forfeiture may be avoided otherwise than by relief granted by the Court

the service and all notices and schedules relating to repair of the Premises under this lease

4.19

4.20

4.20.1

4.20.2

any action taken by the Landlord in relation to a breach of any Tenant's Covenants (including but not limited to the recovery or attempted recovery of monies due from the Tenant under the provisions of this lease)

any application for consent under the covenants in this lease whether or not consent is granted or this application withdrawn

on the date on which the tenancy created by the grant of this lease actually ends to yield up the Premises and all fixings and fittings therein in such repair and condition as is required by the Tenant's Covenants

4.20.3

4.20.4

4.21

4.22 to observe the covenants (if any) set out in paragraph 10 of the First Schedule

to observe all reasonable regulations made by the Landlord in respect of the Business Park

4.23

to observe and comply in all respects with and in a proper and workmanlike manner to execute all works required under the provisions of all statutes and legislation (whether public or local) and all laws directives and codes of practice applicable to the United Kingdom relating to the protection of the environment (as defined in s 1(2) of the Environment Protection Act 1990) and to pollution control and human animal and plant welfare for the time being in force and the directions of any competent authority relating to the Premises or any part thereof and not to do or omit anything on the Premises of the Business Park which is a breach of such legislation and to indemnify and keep indemnified the Landlord against all claims demands costs expenses and liability in respect of the foregoing

4.24

4.25 not to apply for planning permission in respect of the Premises

at all times during the Term to comply with the provisions and requirements of all Planning Acts of whatever nature and of any planning permissions (and conditions thereof) relating to or affecting the Premises and to keep the Landlord indemnified in respect thereof

4.26

V I . 1 . 0 8

to keep the Landlord indemnified from and against all loss damage actions proceedings claims demands costs and expenses of whatsoever nature and whether in respect of any injury to or the death of any person or damage to any property movable or immovable or otherwise howsoever arising directly or indirectly from the repair or the state of repair or condition of the Premises or from any breach of the Tenant's Covenants or from the use of the Premises or out of any works carried out at any time during the Term to the Premises or out of anything now or during the Term attached to or projecting from the Premises or as a result of any act neglect or default by the Tenant or by any sub-tenant or by their respective servants agents licensees or invitees

4.27

If the Landlord suffers any loss of rating relief that may be applicable to empty premises after the end of the Term because the relief has been allowed to the Tenant in respect of any period before the end of the Term then the Tenant covenants to make good such loss to the Landlord

4.28

All vehicles awaiting repair must be kept inside the Premises overnight and at weekends when the business is not operating

4.29 4.29.1

The floor of the Premises must be protected from motor oil spillages

Documented procedures must be provided to the Landlord for the correct disposal of motor oils

Any waste tyres from vehicles must be removed from the Premises at regular intervals and not stored within the Premises for any length of time

4.29.2

4.29.3

4.29.4

5 LANDLORD'S COVENANT

5.1 Quiet Enjoyment

The Landlord covenants with the Tenant that the Tenant paying the Rent and performing the Tenant's Covenants shall hold the Premises during the Term without any interruption from the Landlord

5.2 Services

5.2.1 Landlord's covenants

The Landlord covenants with the Tenant that the Landlord will (subject to payment by the Tenant of the Service Charge) provide the Services and provided that this covenant does not apply to any works or repairs which the Tenant is liable to carry out under the provisions of this Lease or which are necessary as a result of the default or neglect of the Tenant

5.2.2 Breakdown in Services

The Landlord will not be liable for any injury to or loss or damage suffered by the Tenant its tenants or any of their respective employees, licensees or visitors caused by:

5.2.2.1

8 V I 1 , 0 8

(a) Any breakdown absence failure or insufficiency of any of the Services or

(b) Any defect in any of the Service Media or any machinery appliance or apparatus used in connection with the provisions of the Services or

(c) Any defect in any part of the Premises

(d) Any interruption in the provision of the Services caused by the repair or maintenance of any installations or apparatus, by their damage or destruction by fire or water by mechanical or other default or breakdown, by adverse weather conditions, by shortage of fuel materials or labour by strikes, lockouts or sit-ins or by any other cause beyond the Landlord's control

unless such injury loss or damage arises out of the wilful neglect of the Landlord

The Landlord will use reasonable endeavours to remedy or make good any breakdown absence failure insufficiency or defect referred to in clause 5.2.2.1 for which the Landlord is responsible under this Lease within a reasonable time after the Tenant notifies the Landlord in writing of such matter but the landlord will not be liable under this covenant

5.2.2.2

for anything which the Tenant covenants to repair or make good under this Lease or

(a)

if the policy money due to the Landlord under any relevant insurance policy effected by the Landlord in respect of that matter has been wholly or partly refused or withheld in consequence of some act neglect or default of the Tenant

(b)

for any act omission or negligence of the Landlord or its employees (not resulting in death or personal injury) in or about the performance or purported performance of any duty relating to the provision of the Services or any of them.

(c)

VI. 1.08

6 FORFEITURE AND GENERAL PROVISOS

The Landlord and the Tenant hereby agree as follows:-

The Landlord may forfeit this lease by re-entering the Premises (and thereupon the Term shall absolutely cease and determine but without prejudice to any rights or remedies which may then have accrued to the Landlord in respect of any antecedent breach of any of the Tenant's Covenants) in any of the following events:-

6 .1

if any rent or other sums payable under this lease are unpaid for 14 days after becoming due ( whether demanded or not)

if the Tenant fails to perform or observe any of the Tenant's Covenants

if the Tenants (being a Company) enters into voluntary or compulsory liquidation or has a receiver appointed to the whole or part of its undertaking or makes or proposes any compromise or arrangement with its creditors or any of them or suffers any distress or execution to be levied upon his goods or on the Premises

if the Tenant (not being a Company) becomes bankrupt or has a Receiving Order or an Administration Order made against him or makes or proposes any compromise or arrangement with his creditors or any of them or suffers any distress or execution to be levied upon his goods or on the Premises

6 . 1 . 1

6. 1 .2

6.1.3

6.1.4

at the end of the term the Tenant shall not be entitled to compensation under the Landlord and Tenant Act 1954 or any other statutory enactment in so far as such exclusion of compensation is thereby permitted

6.2

the Landlord shall not be responsible to the Tenant its servants agents clients or licensees or other persons in or about the Premises for any accident injury loss or damage sustained in or in entering or leaving the Premises

6.3

the Landlord shall not be liable to the Tenant or its employees or visitors as a result of any loss damage or inconvenience which may be caused by reason of the failure of any supply of water electricity gas or other services to the Premises for any reason or the breakdown or defect in any plant or machinery on the Business Park and/or the Landlord's adjoining premises or any neighbouring or adjoining building or the state or condition of the Premises or any other part of the Business Park or the failure to cleanse repair or light any part of the Business Park or in respect of any accident loss or damage occurring or resulting to the Tenant or the Tenant's employees or visitors in or about the Business Park however caused

6.4

10 V1. 1.08

Tenant's Goods Left in Premises 6.5

If after the end (or sooner determination) of the Term any property of the Tenant shall remain in or on the Premises and the Tenant shall fail to remove the same within 14 days after being requested to do so by the Landlord then the Landlord may as the agent of the Tenant (and the Landlord is hereby appointed by the Tenant to aet in that behalf) sell such property and after deducting therefrom any sums due to the Landlord under this [.ease and the costs and expenses of removal storage and sale reasonably and properly incurred by it shall then hold the net proceeds of sale to the order of the Tenant

The Tenant will indemnify the Landlord against any liability incurred by it to any third party whose property shall have been sold by the Landlord in the bona fide mistaken belief (which shall be presumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuant to this sub-clause 6.5.2.

6.5.1

6.5.2

The non-loadbearing walls dividing the Premises from any other property are deemed to be party walls for the purposes of the legislation governing the rights of the parlies in respect of such walls

The parties to this lease do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it

6.6

6.7

That there is no Agreement for Lease to which this lease gives effect 6.8

INSURANCE

Tenant's obligations regarding insurance policies 7.1

The Tenant covenants with the Landlord throughout the Term:

not to do anything which causes any policy of insurance on the Premises to become void or voidable or which may increase the premiums on the Premises or on the Business Park

7.1.1

if owing to the act or default of the Tenant the premiums on the Premises or on the Business Park are increased then on demand to pay and indemnify the Landlord against all increased premiums

7.1.2

to pay to the Landlord on demand a fair proportion attributable to the Premises of any excess required to be borne by the insured

7.1.3

(if the Landlord is insuring the Premises in accordance with Clause 7.2.1 and a claim is made under the Landlord's insurance policy) a fair and reasonable proportion attributable to the Premises of any excess required to be borne by the insured; or

7.1.3.1

VI 1,08

(where the claim is made during any Self-Insurance Period) a sum determined by the Landlord as representing a fair proportion attributable to the Premises of the amount of excess that would be expected to be borne by the insured if the Landlord was insuring the Premises in accordance with clause 7.2.1

7.1.3.2

if the Premises or the Business Park are destroyed or damaged and owing to the act or default of the Tenant or anyone at the premises expressly or by the implication with the Tenant's authority the insurance money is wholly or partly withheld then the Tenant will immediately pay the Landlord the whole or (as appropriate) a fair proportion of the cost of completely rebuilding and reinstating the Premises and/or such of the Business Park including professional fees and all incidental costs and expenses and Interest

to comply with all the requirements and reasonable recommendations of the Landlord's insurers

7.1.4

7.1.5

not without the Landlord's prior consent to effect insurance of the Premises except for third party risks but without prejudice to that prohibition if at any time the Tenant is entitled to the benefit of any insurance on the Premises then immediately to apply all the proceeds in making good the loss or damage in respect of which they have been received

7.1.6

to keep in force insurance in respect of the Premises for the benefit of the Landlord as well as the Tenant against liability to third parties for injury to or death of any person or damage to any property in such sum and on such terms as the Landlord (acting reasonably) approves.

7.1.7

7.2 Landlord's insuring covenant

The Landlord covenants with the Tenant to keep the Premises insured against the ("Insured Risks") but subject to clauses 7.2.2 and 7.2.3

7.2.1

The Landlord's insuring obligations are subject to the availability of insurance cover on reasonable commercial terms and to excesses and limitations imposed by the insurers and to the Tenant paying the amounts due under clause 3.2 and will end if the insurance effected becomes void or voidable owing to any act or default of the Tenant

7.2.2

The Landlord may be written notice to the Tenant elect to self-insure the Premises and on making such election the obligation in clause 7.2.1 shall not apply until the Landlord shall notify the Tenant in writing that it no longer wishes to self-insure the Premises

7.2.3

1 2 VI I 08

7.3 Reinstatement

7.3.1 Where the Landlord insures pursuant to clause 7.2.1 the Landlord eovenants with the Tenant that subjeet to clause 7.5 and clause 7.3.3.1 if the Premises are destroyed or damaged by any of the Insured Risks the Landlord will expend all the insurance proceeds received (except for any in respect of rent or liability to third parties) in rebuilding or repairing the Premises with all due speed and after all requisite consents and approvals have been obtained but subject to and in compliance with all the applicable statutory provisions and regulations and to the provisions of such and consents and approvals

7.3.2 During any Self-Insurance Period the Landlord covenants with the Tenant that subject to clause 7.3.3.2 if the Premises are destroyed or damaged by any of the Insured Risks the Landlord will expend such sum as (in the Landlord's opinion) represents the insurance proceeds that would have been received if the Landlord has insured the Premises in accordance with clause 7.2.1 (excluding any in respect of rent or liability to third parties) in rebuilding or repairing the Premises with all due speed and after all requisite consents and approvals have been obtained but subject to and in compliance with all the applicable statutory provisions and regulations and to the provisions of such consents and approvals

7.3.3 The Landlord is not obliged to repair or rebuild

7.3.3.1 (where the Landlord insures pursuant to clause 7.2.1) if the insurance has been prejudiced or the policy money wholly or partly withheld as a result of any act or default of the Tenant or if prevented from doing so by any matter beyond its control; or

(during any Self-Insurance Period) if (in the Landlord's opinion) the insurance would (if the Landlord was insuring in accordance with clause 7.2.1) have been prejudiced or the policy money wholly or partially withheld as a result of any act of default of the Tenant or if prevented from doing so by any matter beyond its control

In which case any policy money will belong to the Landlord absolutely

On any reinstatement following the occurrence of an Insured Risk the Landlord is not obliged to rebuild in accordance with the previous plans elevations and specifications but only to restore to the Tenant accommodation substantially equivalent to the Premises and their access and services as they previously existed

7.3.3.2

7.3.4

13 VI . I 08

7.4 Rent suspension

If the Premises or their means of aeeess are destroyed or damaged by any of the Insured Risks so as to be unfit for occupation and use then provided that no insurance effected by the Landlord has been prejudiced and no policy money has been withheld or (during any Self-Insurance Period) would have been withheld if the Landlord was insuring in accordance with Clause 7.2.1 owing to any act or default of the Tenant or anyone at the Premises expressly or by implication with the Tenant's authority the Rent or a fair proportion of it according to the nature and extent of the damage will be suspended until either the Premises or their means of access have been rebuilt or reinstated or for a period of three years (whichever is the shorter period) and any dispute about the extent proportion or period of such suspension is to be determined by an independent chartered surveyor (agreed upon by the parties or in default of agreement nominated on the application of either party by the President (or next senior acting officer of the Royal Institution of chartered Surveyors) acting as an expert and not as an arbitrator and his decisions will be final and binding on the parties

7.5 Termination after damage

If the Premises or their means of access are destroyed or damaged then without prejudice to any right of action or remedy of either party in respect of any earlier breach the Landlord is in the circumstances set out in clause 7.5.2 and 7.5.3 entitled to terminate this lease by giving notice to the Tenant and on termination any insurance money payable will belong absolutely to the Landlord

In any of the following cases the Landlord may terminate within 12 months of the destruction or damage:

7.5.1

7.5.2

when in the Landlord's opinion reinstatement is impractical or uneconomic or

7.5.2.1

the Landlord's insurance has been prejudiced or any policy money has been wholly or partly withheld owing to any act or default of the Tenant

7.5.2.2

The Landlord may terminate this lease after the expiry of three years from the date of the damage or destruction if by reason of any circumstance beyond the control of the Landlord the Premises and their means of access have not been reinstated within that period

7.5.3

8 SURETY OBLIGATIONS

The Surety covenants and agrees with the Landlord and (without the need for any express assignment) with the Landlord's successors in title but not so as to impose on the Surety any liability or obligation which would contravene any provision of the 1995 Act:

14 VI. 1.08

8.1 Guarantee and indemnity

by way of primary obligation that the Rent and other payments to be made by the Tenant will be paid in the manner and at the times specified and that all the Tenant's Covenants and conditions in this lease will be duly performed and observed and further that in the event of any default in such payments or in the performance and observance of any such covenants and conditions the Surety will by way of indemnity pay and make good to the Landlord on demand all losses damages costs and expenses arising or incurred by the Landlord as a result

8.2 Events disregarded

that none of the following will release exonerate or in any way affect the liability of the Surety:

any time or indulgence granted by the Landlord to the Tenant or any neglect or forbearance of the Landlord in enforcing the payment of the rents and other payments covenanted to be made by the Tenant or the observance and performance of the Tenant's Covenants and conditions herein contained

8.2 . 1

any refusal by the Landlord to accept any money tendered as rent by or on behalf of the Tenant at a time when the Landlord is entitled (or would be entitled after the service of a notice under s.146 LPA) to re-enter the Premises

8.2.2

subject to s.18 of the 1995 Act any variation of the terms of this lease agreed between the Landlord and the Tenant whether or not the Surety is a party

8.2.3

a transfer of the reversion immediately expectant on determination of the Term or an assignment of this lease (except an assignment under which the Tenant is released from liability by virtue of the 1995 Act) or any surrender by the Tenant of part of the Premises (in which latter event the liability of the Surety will continue in respect of the part of the Premises not surrendered after making any necessary apportionment's under s.140 LPA or as may be agreed pursuant to ss.9 and 10 of the 1995 Act)

8.2.4

in the event that the Tenant (being a company) is wound up or ceases to exist or (being an individual) dies or becomes incapable of managing his affairs

8.2.5

where the Surety is more than one person any release of one or more such persons which is not expressed to relate to all such persons

8.2.6

any other act or thing whereby but for this provision the Surety would have been released or exonerated

8.2.7

15 Vl.l 08

8.3 Events triggering the further obligations

that the Surety will if requested by the Landlord enter into one of the further obligations set out in clauses 8.4 and 8.5 if either

this lease is disclaimed by the liquidator or trustee in bankruptcy of the Tenant or by the Crown or

8.3.1

8.3.2 this lease is forfeited under the provision of clause 6

8.4 Acceptance of new lease

that if the Landlord so requires by notice served within three months after the happening of either of the events set out in clause 8.3 (subject to the proviso in that clause) then the Surety will accept from the Landlord a new lease of the Premises on the following terms:

for a new term equal to the residue remaining unexpired of the Term at the time of the grant of such new lease

at an initial annual rent equivalent to the rate of the Rent payable at the date of such disclaimer or forfeiture and payable from such date

containing the same covenants conditions provisions and other terms (including the proviso for re-entry) as are contained in this lease so far as they are still applicable

and will pay the Landlord's costs of such new lease and will execute and deliver to the Landlord a counterpart of it

8.4.1

8.4.2

8.4.3

8.4.4

8.5 Obligations on re-letting

that if the Landlord decides not to require the Surety to accept a new lease pursuant to clause 8.4 but decides instead to re-let the Premises then the Surety will pay to the Landlord on demand

the costs incurred by the Landlord in relation to any re-letting or attempted re-letting together with interest at the Interest Rate and

an amount equal to the difference between any money received by the Landlord for the use and occupation of the Premises and the Rent and payments which would otherwise have been payable under this lease in respect of the period beginning on the date of disclaimer or (where clause 8.3.2 applies) forfeiture of this lease and ending one year later or (if earlier) ending on the date on which the Premises are fully re-let

8.5.1

8.5.2

Restrictions on Surety's remedies against the Tenant

that while any liabilities of the Tenant or the Surety to the Landlord under this lease remain outstanding the Surety will:

8.6

16

VI 1.08

not claim in any liquidation bankruptcy composition or arrangement of the Tenant in competition with the Landlord

pay to the Landlord the proceeds of all judgements and distributions it may receive from any liquidator trustee in bankruptcy or other person administering the assets of the Tenant

hold for the benefit of the Landlord all security and rights which the Surety may have over the Tenant's assets

not participate in any security held by the Landlord in respect of the Tenant's obligations to the Landlord under this lease nor stand in the place of the landlord in respect of any such security

8.6. 1

8.6.2

8.6.3

8.6.4

8.7 Renewal

That if the Tenant (being the same person whose liability under this lease is guaranteed by the Surety) renews this lease then the Surety will join in such renewal lease and covenant with the Landlord in the same terms as are contained in clause 8 [including this clause 8.7]

Tenant Break Clause

This Lease may be determined on the 3ri1 (third) anniversary of the term start date ("the Termination Date") by:-

9

9.1

the Tenant serving at least 3 (three) calendar months prior notice on the 9.1.1 Landlord.

9.1.2 the Tenant fully vacating the Property on or before the Termination Date

9.2 Any notice served under the provisions of this Clause shall be in writing served by recorded delivery to the Landlords registered office address and also to the regional office address and is irrevocable

Upon the Termination Date if notice has been duly served as stated above and the Tenant has paid all rents and other sums due and has complied with all the Tenant's Covenants and other obligations under this lease this lease shall cease and determine without prejudice to the rights of either party against the other for any antecedent breach of covenant

9.3

17 VI.1.08

Landlord Break Clause 10.

This Lease may be determined by providing 3 (three) months written notice to the Tenant at any point within the first 12 months of the Lease without prejudice to the rights of either party against the other for any antecedent breach of covenant

This Lease may be determined on the third anniversary of the term Termination Date") by 3 (three) months written notice being served by the Landlord on the Tenant without prejudice to the rights of either party against the other for any antecedent breach of covenant

("the

II Exclusion of Security of Tenure

The parties confirm that: 1 1 . 1

a. the Landlord served a notice on the Tenant, as required by section 38A(3)(a) of the LTA 1954, applying to the tenancy created by this lease, not less that 14 days before this lease was entered into a certified copy of which notice is annexed to this lease;

who was duly authorized by the Tenant to do so in accordance with the made a declaration dated 2ND OOToficri^ ^OIK-

requirements of section 38A(3)(b) of the LTA 1954 a certified copy of which statutory declaration in annexed to this Lease; and

c. there is no agreement for lease to which this lease gives effect

The parties agree that the provisions of sections 24 to 28 of the LTA 1954 are excluded in relation to the tenancy created by this lease.

1 1 . 2

AS WITNESS the hand of the parties hereto the day and year above written

1 8

VI. 1.08

LLJ ±. ITHISO . sofav L;f<CTON SI SPECI>

OCR I * V CISC :TEO\VORK

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2. TO K READ tN CONJU OTHE DRA/

DIMENSION

RCOMSIATWIT AII5TS «EPANCIES

COMWENC£S 3. ALL SET UNO

CHECKEDWl '/lOWK COMMENCES

Fenton Industrial Estate

/ A6 Ci!y Park Trading Estate / YARD 02

A5 121.8r

B2 A4

A3 /

B1 A2

D x A1 N c 5N

/ E

/ F2 / YARD 01 G1

/ G2 cv

G3 / 123.7m

F1 WQ.

125.1m

re/. Midcfxr i

/-ybtS • \

Warehouse

C 127. \ Lang'.ree Group PLC

M m -L

CHyl Slok

Park Tradiivg Estate eon-Trenl

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OS Map

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** ota*irjni.'tbf | O'

/ '4 / >/ Information

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r«»v !£££?£"• #.»*«}«.wvft'V--*

Ordnance Survey, (c) Crown Copyright 2013. All righls reserved. Licence number 100020449 N

(D

THE FIRST SCHEDULE

Tenant:

Name: TOTAL QUATTRO CARE L TD

Company No: 09183543

Address (Registered Office if Limited Company): 204 Fearns Avenue, Newcastle, Staffordshire, 815 8LN

2 Surety:

Name: IAN RICHARD TURNBULL

12 Vicarage Road, Hartshill, Stoke-on-Trent, Staffordshire, Address: ST4 7NL

Name: SIMON JACKSON

204 Fearns Avenue, Bradwell, Newcastle, Staffordshire, Address: ST5 8LN

3 Business Park: CITY PARK TRADING ESTATE

Premises: Unit A3 for the purpose of identification only edged red on the plan annexed hereto

4

5 Initial Rent: £7,060.00 + VAT per annum

5 Years from and including '20\v-\ 6 Term

7 Performance Deposit: £943.22

User: In accordance with use classes Bl, B2, B8 of the Town & Country Planning 8 (Use Classes) Order 1987

9 Additional Tenant's Covenants: See Clause 4.29

10 Landlord's Administration Fee: £200.00 + VAT

11 Rent Review Dates: N/A

12 Agreed opening electricity meter readings:

13 Agreed opening gas meter readings: N/A

19 VI. 1.08

THE SECOND SCHEDULE

Part I

Rights Granted

This demise ineludes the following rights ( to the extent of the Landlord's capacity to grant them) which are held in common with the Landlord and all others at any time so entitled:-

the full free and uninterrupted passage and running of water soil gas electricity oil telephone power telecommunications or other services from and to the Property through such of the Service Media serving the same which are or may hereafter during the Perpetuity Period be in on under or over the Business Park

2 the right with or without vehicles to pass and repass over those roads and footpaths as designated by the Landlord from time to time for the purposes of access to and from the Premises

Part II

(Exceptions and reservations)

Excepting and reserving in favour of the Landlord and its tenants agents and licensees and those authorised by the Landlord and all other persons who now have or may hereafter be granted similar rights:-

the full free and uninterrupted passage of water soil gas electricity oil telephone power telecommunications or other services from and to any other parts of the Business Park and any other adjoining or neighbouring property of the Landlord through such of the Service Media serving the same which are or may hereafter during the Perpetuity Period be in on under or over the Premises and the right of entry onto the Premises for the purposes of inspecting repairing renewing cleansing maintaining and connecting up to any such existing or future Service Media

the right to erect or to consent hereafter to any person erecting a new building or to alter any part of the Business Park or any building for the time being on any adjoining or neighbouring property of the Landlord in such manner as the Landlord or the person or persons exercising such right may think fit and notwithstanding that such alteration or erection may diminish the access of light and air enjoyed by the Premises and the right to deal with the remainder of the Building and any adjoining or neighbouring property of the Landlord as it may think fit

the right to erect scaffolding for the purpose of repairing cleaning rebuilding renewing or altering the Business Park or any part thereof or any buildings which now or may at any time during the Term be on the adjoining or neighbouring property of the Landlord notwithstanding that such scaffolding may temporarily restrict the access to or enjoyment and use of the Premises

20 VI I 08

the right for the Landlord and those authorised by the Landlord to enter the Premises for the purpose and in the manner mentioned in this lease

all rights of light air support shelter and protection for the parts of the Business Park not included in the Premises and all such rights (if any) as shall now or hereafter belong to and be enjoyed by any land or premises adjacent to the Premises

the right of the Landlord and those authorised by the Landlord to enter the Business Park to display on any part of the Premises any advertisement or advertisement board or sign

4

6.

2 1 VI 1.08

SIGNED as a Deed by either two Directors or

a Director and the Secretary acting on behalf of

LANGTREE LAND AND PROPERTY PLC

Director

Director/Secretary /W

22 VI. 1.08

SIGNED as a Deed by either two Directors or

a Director and the Secretary acting on behalf of

TOTAL QUATTRO CARE LTD

Director § ^

Director/Secretary /̂ L) £ ( •

in the presence of

Witness (signature):

. So (T«CX^ j T s rq- ̂

Occupation: /) . -p ZlWi lecHA/fciA^

Witness (print name):

Address:

SIGNED as a Deed by the SURETY

7 IAN RICHARD TURNBULL L

in the presence of :-

Witness (signature):

Witness (print name):

Address:

Occupation:

•Ai'kvc

SIGNED as a Deed by the SURETY

SIMON JACKSON

in the presence of :-

Witness (signature):

Witness (print name): JAA^«

Address:

Occupation:

23 VI. 1.08

ANNEXURE1

LANDLORD AND TENANT ACT 1954

Form of Notice that Sections 24 to 28 of the Landlord and Tenant Act 1954 are not to Apply to a Business Tenancy

Total Quattro Care Ltd, 204 Fearns Avenue, Newcastle, Staffordshire, ST5 To: 8LN

Langtree Land and Property Pic, Centrix House, Crow Lane East, Newton Le Willows, Merseyside, WA12 9UY

From:

• IMPORTANT NOTICE FOR TENANT

You are being offered a lease without security of tenure. Do not commit yourself to the lease unless you have read this message carefully and have discussed it with a professional advisor.

2. Business tenants normally have security of tenure - the right to stay in their business premises when the lease ends.

If vou commit yourself to the lease you will be giving up these important legal rights.

• You will have no right to stay in the premises when the lease ends.

• Unless the landlord chooses to offer you another lease, you will need to leave the premises.

• You will be unable to claim compensation for the loss of your business premises, unless the lease specifically gives you this right.

• If the landlord offers you another lease, you will have no right to ask the court to fix the rent.

It is therefore important to get professional advice - from a qualified surveyor, lawyer or accountant -before agreeing to give up these rights.

If you want to ensure that you can stay in the same business premises when the lease ends, you should consult your adviser about another form of lease that does not exclude the protection of the Landlord and Tenant Act 1954.

If you receive this notice at least 14 days before committing yourself to the lease, you will need to sign a simple declaration that you have received this notice and have accepted its consequences, before signing the lease.

But if vou do not receive at least 14 days notice, you will need to sign a "statutory" declaration. To do so you will need to visit an independent solicitor (or someone else empowered to administer oaths).

3. Unless there is a special reason for committing yourself to the lease sooner, you may want to ask the landlord to let you have at least 14 days to consider whether you wish to give up your statutory rights. If you then decided to go ahead with the agreement to exclude the protection of the Landlord and Tenant Act 1954, you would only need to make a simple declaration, and so you would not need to make a separate visit to an independent solicitor.

24 VI.I 08

ANNEXURE 2

LANDLORD AND TENANT ACT 1954

Declaration By Tenant that Sections 24 to 28 of the Landlord and Tenant Act 1954

Are Not to apply to a Business Tenancy

^5 Aj v\

Qa^ ^ QflAQvJt ̂ trxxtyS >

i

Of

declare that

Total Quattro Care Ltd propos0(s) to enter into a tenancy of premises at Unit A3 City Park Trading Estate, Dewsbury Road, Fenton, Stoke-on-Trent, ST4 2HS

For a term commencing on 20th October 2014

The Tenant propose(s) to enter into an agreement with Langtree Land and Property Pic, Centrix House, Crow Lane East, Newton Le Willows, Merseyside, WA12 9UY that the provisions of sections 24 to 28 of the Landlord and Tenant Act 1954 (security of tenure) shall be excluded in relation to the tenancy.

The Landlord has, not less than 14 days before the tenant enter(s) into the tenancy, or (if earlier) become(s) contractually bound to do so served on the tenant a notice in the form, or substantially in the form, set out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003. The form of notice set out in that Schedule is reproduced overleaf.

The tenant has read the notice referred to in paragraph 3 above and accept(s) the consequences of entering into the agreement referred to in paragraph 2 above.

[I am duly authorised by the tenant to make this declaration]. 5.

day of DECLARED this ^^<-

on behalf of the Tenant

25 VI I 08

Total Quattro Care Ltd, 204 Fearns Avenue, Newcastle, Staffordshire, ST5 8LN To:

From: Langtree Land and Property Pic, Centrix House, Crow Lane East, Newton Le Willows, Merseyside, WA12 9UY

• IMPORTANT NOTICE FOR TENANT

You are being offered a lease without security of tenure. Do not commit yourself to the lease unless you have read this message carefully and have discussed it with a professional adviser.

Business tenants normally have security of tenure - the right to stay in their business premises when the lease ends.

If you commit yourself to the lease you will be giving up these important legal rights.

• You will have no right to stay in the premises when the lease ends.

• Unless the landlord chooses to offer you another lease, you will need to leave the premises.

• You will be unable to claim compensation for the loss of your business premises, unless the lease specifically gives you this right.

• If the landlord offers you another lease, you will have no right to ask the court to fix the rent.

It is therefore important to get professional advice - from a qualified surveyor, lawyer or accountant - before agreeing to give up these rights.

If you want to ensure that you can stay in the same business premises when the lease ends, you should consult your adviser about another form of lease that does not exclude the protection of the Landlord and Tenant Act 1954.

If you receive this notice at least 14 days before committing yourself to the lease, you will need to sign a simple declaration that you have received this notice and have accepted its consequences, before signing the lease.

4. But if you do not receive at least 14 days notice, you will need to sign a "statutory" declaration. To do so. you will need to visit an independent solicitor (or someone else empowered to administer oaths).

Unless there is a special reason for committing yourself to the lease sooner, you may want to ask the landlord to let you have at least 14 days to consider whether you wish to give up your statutory rights. If you then decided to go ahead with the agreement to exclude the protection of the Landlord and Tenant Act 1954, you would only need to make a simple declaration, and so you would not need to make a separate visit to an independent solicitor.

26 VI.1.08