LEASE

1.1

The terms defined in this clause shall for all purposes of this Lease have the meanings specified in this clause.

1.2

“ the Premises ” shall mean ALL THAT the lands comprised in Folio 1468L of the Register County of Westmeath TOGETHER WITH that part of the lands the subject matter of Land Registry Dealing No. D2003XS008254V being part of the lands the subject matter of Land Registry Folios 15014F and 22450F Co. Westmeath more particularly delineated and marked “Plot A” and “Plot C” and outlined in red on the map or plan annexed hereto TOGETHER WITH the buildings now or in the future erected thereon.

1.3

“ the Rights ” shall mean the rights set out in Schedule I hereof.

1.4

“ the Exceptions ” shall mean the exceptions and reservations set out in Schedule II hereof.

1.5

“ Pipes ” shall mean and include pipes, sewers, drains, conduits, ditches, water courses, culverts, wires, cables, channels and all other conducting media.

1.6

“ the Term ” shall mean the term of 25 years and 1 week from and including the 18 ^th day of April 2008 and in relation to Clauses 4 - 6 hereof shall include the period of any holding-over or any extension or continuance thereof whether by statute or by common law where the context so admits.

1.7

“ the Rent ” shall mean:

(a)

until the 17 April 2013 the yearly rent of €269,464 (Two Hundred and Sixty Nine Thousand Four Hundred and Sixty Four Euro) exclusive (calculated at the rate of €8 per square foot, the total Gross External Area of the buildings now erected on the Premises comprising 33,683 square feet);

(b)

during the remainder of the Term such other rent as may become payable under the provisions of Schedule III hereof.

1.8

“ the Tenant’s Covenants ” shall mean the covenants set out in Schedule IV hereof.

1.9

“ the Landlord’s Covenants ” shall mean the covenants set out in Schedule V hereof.

1.10

“ the Insured Risks ” shall mean fire, lightning, explosion, storm, tempest, flood, bursting and overflowing of water tanks, apparatus, drains, sewers or pipes, impact from vehicles and from aircraft and other aerial devices and any articles dropped therefrom, earthquake, riot, civil commotion, strikes, locked out workers and malicious persons and including demolition and site clearance expenses, architects, engineers and surveyors fees and Value Added Tax and any other duty exigible on any building contract as may be entered into relevant to the reconstruction, reinstatement or repair of the demised premises or any part thereof resulting from the destruction loss or damage thereof or thereto or from any of the perils aforesaid and such other risks as the Landlord in its sole discretion shall from time to time consider necessary subject to the availability of insurance cover against such risks and to the extent that and subject to such conditions as insurance cover against any such buildings is generally available.

1.11

“ interest ” shall mean interest at the rate of interest charged under Section 1080 of the Taxes Consolidation Act 1997.

1.12

“ the Planning Acts ” shall mean the Local Government (Planning and Development) Act 1963 to 1999 and the Planning and Development Acts 2000 to 2006 and all statutes regulations and orders included by virtue of Clause 2.5 hereof.

1.13

“ development ” shall have the meaning given to it by the Planning Acts.

1.14

“the Schedule of Condition” shall mean the photographs of the Premises with notes referring thereto as now exhibited at Schedule VI of this Lease.

1.15

“ the Surveyor ” shall mean any person or firm appointed by or acting for the Landlord to perform the function of the Surveyor for any purposes of this Lease.

1.16

“the Superior Lease ” shall mean the Indenture of Lease made the 20 ^th day of March 2002 between Industrial Development Agency (Ireland) of the One Part and the Landlord of the Other Part.

1.17

“Perpetuity Period” means the period commencing on the date of this Lease and ending on the expiration of twenty one years from the day of the death of the last survivor of the issue living of His Late Britannic Majesty King George V.

2.1

The expression “the Landlord” means the above named its successors and assigns and where the context so admits includes such other person or parties in whom for the time being the reversion immediately expectant upon the term granted by this Lease shall be vested and “the Tenant” means the above named its successors in title and permitted assigns and where the context so admits includes such other parties or party in whom for the time being the Term shall be vested.

2.2

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

2.3

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.

2.4

References to any right exercised by the Landlord or any right exercisable by the Tenant in common with the Landlord shall be construed as including (where appropriate) the exercise of such right by and in common with all persons authorised by the Landlord and all other persons having a like right.

2.5

Any reference to a statute shall include any statutory extension or modification or re-enactment of such statute and any regulations or orders made thereunder.

2.6

Any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit such act or thing to be done.

2.7

any requirement to do any act or carry out any works now or hereafter shall be deemed to be done or carried out within the Perpetuity Period.

2.8

The paragraph headings do not form part of this Lease and shall not be taken into account in the construction or interpretation thereof.

3.

In consideration of the rents herein reserved and the covenants on the part of the Tenant and the Guarantor and the conditions hereinafter contained the Landlord as registered owner HEREBY DEMISES unto the Tenant the Premises TOGETHER WITH the Rights EXCEPT and RESERVING unto the Landlord the Exceptions TO HOLD the same unto the Tenant for the Term PAYING therefor unto the Landlord the Rent without any deduction each by quarterly payments in advance on the 1 ^st day of April, 1 ^st day of July, 1 ^st day of October and 1 ^st day of January in every year and so in proportion for any period less than a year the first such payment being a proportionate sum in respect of the period from the date hereof to the quarter day next hereafter to be paid on the execution hereof.

4.1

The Tenant hereby covenants with the Landlord to observe and perform the Tenant’s Covenants at all times during the term.

4.2

The Landlord hereby covenants with the Tenant to observe and perform the Landlord’s Covenants at all times during the Term.

5.1

If and whenever during the Term

(a)

the rents (that is the Rent and the proportion of the insurance premium) shall be in arrear and unpaid for twenty one days next after becoming payable (whether formally demanded or not); or

(b)

there shall be any breach or non performance or non-observance of any of the material covenants on the part of the Tenant herein contained and such breach has not been remedied by the Tenant within 21 days of receiving notice of the said breach from the Landlord; or

(c)

the Tenant (being an individual) shall become bankrupt or (being a company) shall enter into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent company) or have a receiver appointed

of its undertaking or (in either case) shall enter into an arrangement or composition for the benefit of its creditors or suffer any distress or execution to be levied on its goods;

5.2

Nothing herein contained or implied shall give the Tenant the benefit of or the right to enforce or to prevent the release or modification of any covenant agreement or condition entered into by any Tenant of the Landlord in respect of any property not comprised in this Lease.

5.3

The Landlord shall not be responsible to the Tenant or (save as is otherwise provided by statute) to the Tenant’s Licensees, servants, agents or other persons in the Premises or calling upon the Tenant for any accident happening or injury suffered or damage to or loss of any chattel or property sustained in the Premises or the building of which the same forms part save where such accident, injury or damage arises as a result of any act, omission or negligence of the Landlord.

5.4

Each of the Tenant’s Covenants shall remain in full force both at law and in equity notwithstanding that the Landlord shall have waived or released temporarily any such covenant or waived or released temporarily or permanently revocably or irrevocably a similar covenant or similar covenants affecting other adjoining or neighbouring premises belonging to the Landlord.

5.5

Such of the internal division walls as divide the Premises from other premises of the Landlord shall be deemed to be party walls.

5.6

Nothing in this Lease or in any consent granted by the Landlord under this Lease shall imply or warrant that the Premises may be used for the purpose herein authorised under the Planning Acts provided that the premises is in compliance with all statutory and Local Authority requirements on the date this Lease is granted and where there is any non-compliance that the Landlord shall make good and indemnify the Tenant for same.

5.7

The Tenant acknowledges that this Lease has not been entered into in reliance

wholly or partly on any statement or representation made by or on behalf of the Landlord save in so far as such statement or representation is expressly set out in this Lease.

5.8

This Lease is governed by and should be construed according to the laws of the Republic of Ireland and the Tenant and the Guarantor hereby submit to the exclusive jurisdiction of the courts of the Republic of Ireland for all purposes of these presents but so that this provision shall not prejudice or affect the jurisdiction of any court elsewhere were jurisdiction might exist or be established.

5.9

Any notice or document under or in connection with this Lease shall be effectively given or served if sent by registered post or delivered to the intended recipient or his Solicitor at his or their last known address. Where sent by registered post, the notice or document shall be deemed to be given or served on the second day after posting.

5.10

If the Premises or any part thereof or access thereto shall at any time during the Term be destroyed or so damaged by fire or any other risk insured against by the Landlord so that the Premises or any part thereof shall be unfit for occupation or use or inaccessible then (i) the Tenant shall not be entitled to surrender this Lease under the provisions of Section 40 of the Landlord and Tenant Law Amendment Act, Ireland, 1860, and (ii) unless the insurance of the Premises or the building of which the same forms part shall have been vitiated by the act, neglect, default or omission of the Tenant the Rents hereby reserved or a fair proportion thereof according to the nature and extent of the damage sustained, the amount of such proportion to be determined by the Surveyor, shall be suspended and cease to be payable until the Premises or the damaged portion thereof shall have been reinstated or made fit for occupation and are accessible or until the expiration of three years from the catastrophe whichever is the shorter and in the event that the Premises or damaged portion thereof shall not have been reinstated or made fit for occupation or accessible by the end of the period of 3 years from the date of such damage or destruction by an insured risk, either party shall be entitled to terminate this Lease by giving at least one month written notice to the other party and at the end of the said one month period the Lease shall be terminated with immediate effect, as of that date, but without prejudice to either parties rights against the other for any antecedent breach of any terms or conditions of this Lease.

6.1

The Tenant shall be entitled to determine this Lease on the fifth anniversary of the commencement of the Term (“termination date”) provided that in such event the Tenant so desiring termination shall deliver notice in writing of such intention to the Landlord, not less than 12 months before the termination date. Time shall be of the essence in relation to delivery of such notice. In the event of exercise by the Tenant of its rights hereunder and subject absolutely to compliance with the conditions of this clause the present demise and everything herein contained shall cease and be void on the termination date but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of covenant provided however that:

(a)

the purported termination of the Lease by the Tenant shall be conditional upon the Tenant having discharged in full all of the Tenant’s outgoings in this Lease (including, without prejudice to the generality of the foregoing, as to the payment of the Rent, service charges and insurance premiums and all Local Authority rates and charges); and

(b)

further the purported termination of the Lease by the Tenant shall be void unless the Tenant shall deliver with the said notice in writing of intention to terminate a bank draft in such sum as shall equal the Rent at the rate then

being paid by the Tenant to the Landlord under the provisions of this Lease for a period of 18 months rental by way of consideration for the right hereby granted and for the avoidance of doubt the said sum shall be additional to the Tenant’s liability to pay the Rent reserved by this Lease up to and including the termination date.

6.2

In the event that the provisions of the foregoing Sub-Clause 6.1 have not been exercised the Tenant shall at its sole option further be entitled to determine this Lease on the tenth anniversary of the commencement of the Term and in such event termination shall be on the same terms and conditions as set forth in the foregoing clause 6.1 save that:

i.

the “termination date” shall be the tenth anniversary of the commencement of the Term and not the fifth anniversary; and

ii.

the Tenant shall deliver with the said notice in writing of intention to terminate a bank draft in such sum as shall equal one half of the Rent then being paid by the Tenant to the Landlord under the provisions of this Lease (for the avoidance of doubt one half of the annual rent being paid by the Tenant).

7.

The Guarantor hereby covenants with the Landlord that if at any time:

(1)

During the Term or any statutory extension thereof the Tenant shall make any default in payment of rent or in observing or performing any of the covenants or restrictions herein contained the Guarantor will pay the rent and observe or perform the covenants and conditions in respect of which the Tenant shall be in default notwithstanding

(a)

Any time or indulgence granted by the Landlord to the Tenant;

(b)

That the Tenant may have ceased to exist;

(c)

Any other act or thing whereby but for this provision the Guarantor would have been released.

(2)

During the Term the Tenant shall enter into liquidation and the Liquidator shall disclaim this Lease the Guarantor will if the Landlord shall by notice in writing within two months after such disclaimer (in respect of which time is of the essence)

so require take from the Landlord a lease of the Premises for the residue of the Term which would have remained had there been no disclaimer at the same rent and subject to the same covenants and conditions as in this Lease with the exception of this clause such new Lease to take effect from the date of the said disclaimer and in such case the Guarantor shall deliver to the Landlord a counterpart of the new Lease.

(3)

In the event of this Lease being terminated pursuant to and in accordance with the provisions of clause 6 of this Lease and/or in the event of assignment by the Tenant of its interest in the property the subject matter of this Lease to a third party pursuant to and in accordance with the provisions of clause 21.3 Schedule IV of this Lease then the obligations of the Guarantor under this clause 7 shall cease as of the date of such termination or assignment as applicable.

1.

Full right and liberty for the Tenant its servants and licensees (in common with the Landlord and all other persons having similar rights) with or without vehicles at all times for all purposes connected with the Premises but not for any other purpose to pass and repass to and from the Premises over and along the common areas as defined in the Superior Lease to and from the pubic road.

2.

The free right of passage and running of water, soil, gas, electricity and other services to and from the Premises through all the Pipes now made or passing under or along the adjoining land of the Landlord to the public mains and the right to connect up to the said Pipes.

3.

Full right and liberty for the Tenant, its servants and licensees to enter in and upon the common areas as defined in the Superior Lease or any adjoining land of the Landlord on first giving 48 hours prior written notice to the Landlord and (if required) to any notice party referred to in respect of such matters in the Superior Lease (save for in the case of an emergency) for the purpose of repairing, renewing or replacing any conduits exclusively serving the Premises or for the purpose of complying with the Tenant’s obligations to maintain and repair the Premises as provided for in this Lease and making good any damage so caused by the exercise of this right.

4.

The right of support and protection for the benefit of the Premises as is now enjoyed from all other parts of the estate.

1.

Full right and liberty for the Landlord, its servants and licensees (in common with the Tenant) with or without vehicles at all times for all purposes connected with the user of the Landlord’s adjoining premises but not for any other purpose to pass and repass to and from the Landlord’s adjoining premises over and along the roadways and footpaths forming part of the Premises.

2.

The free passage and running of water, soil, gas, electricity and other services from and to adjoining and neighbouring land and the buildings now or hereafter erected therein and through the pipes laid, made (or to be laid and made within 21 years) in, upon, through, or under the Premises and the free and uninterrupted use of all gas, electric, telephone and other Pipes serving such adjoining and neighbouring land and buildings now or at any time (within twenty one years) during the term upon through, or under the Premises.

3.

The right to construct and maintain in, over or under the Premises any easements or services for the benefit of any adjoining property of the Landlord.

4.

The right at any time during the Term (but except in cases of emergency only at reasonable times during normal office hours after giving at least 48 hours prior written notice to the Tenant and by prior appointment except where the Tenant unreasonably refuses to make an appointment within a reasonable time of a request from the Landlord) to enter (or in case of emergency to break and enter) upon the Premises in order;

(a)

to inspect, cleanse, repair, amend or replace with others the Pipes referred to in Paragraph 1 of this Schedule;

(b)

to inspect and execute works in connection with any of the easements or the services referred to in this Schedule;

(c)

to view the state and condition of and to repair and maintain any adjoining property where such work would not otherwise be reasonably practicable;

(d)

to carry out work or to do anything whatsoever comprised within the Landlord’s obligations herein contained whether or not the Tenant is liable hereunder to make a contribution;

(e)

to exercise any of the rights possessed by the Landlord under the terms of this Lease.

5.

Full right and liberty at any time hereafter and from time to time to execute works and erections upon or to alter or rebuild any of the buildings erected on the Landlord’s adjoining and neighbouring lands and to use such adjoining and neighbouring lands and buildings now or hereafter erected thereon in such manner as it shall think fit notwithstanding that the access of light and air to the premises may thereby be interfered with but not so that the Tenant’s use, enjoyment and occupation of the Premises is materially affected.

6.

The right of support and protection by the buildings on the Premises for such other parts of the business park of which the Premises forms part or any extensions or alterations thereof or of any adjoining Premises as require such support and protection.

7.

Such rights that are granted to third parties in times of emergency only to use or pass along fire escape routes (if any) crossing, adjoining or forming part of the Premises.

8.

All rights, easements and privileges now belonging to or enjoyed by any adjoining or neighbouring property or which are excepted and reserved by the Superior Lease under which the Premises are held by the Landlord.

1.

For the purpose of this Lease;

(1)

“Review Date” shall mean the 18 ^th day of April 2013 and every fifth anniversary of that date.

(2)

“the Open Market Rent” shall mean the rent at which the Premises might reasonably be expected to be let as a whole at the relevant Review Date in the open market by a willing Landlord to a willing Tenant without a premium with vacant possession of the whole and subject to the provisions of this Lease other than the amount of the Rent but including the provisions for rent review for a term equal to the length of the contractual term of this Lease remaining unexpired at the relevant Review Date or a period of fifteen years, whichever is the longer.

(a)

on the assumptions that;

(b)

but there shall be disregarded:

(3)

Any reference to the President for the time being of the Society of Chartered

Surveyors in the Republic of Ireland shall include the duly appointed deputy of the said Presidents or any person authorised by either of the said Presidents to make appointments on his behalf.

2.

At each Review Date the Rent shall be reviewed in accordance with the provisions of this Schedule and from and after each Review Date the Rent payable in respect of the Premises shall be the greater of the Rent being paid immediately before the Review Date and the Open Ma