LEASE

1 February 2007

Landlord

Paul Andrew Williams and Clare Marie Williams t/a Towers Investments of Valley

House, 1 Overlees, Barlow, Derbyshire S18 7TP

Tenant

Zoo Digital Publishing Limited

Company Number - 5701472

Registered Office - 20 Furnival Street Sheffield S1 4QT

Other Parties

None

In the case of a conflict between this clause and the remainder of this Lease

then for the purposes of registration this clause shall prevail

See the definition of “Premises” set out in the Particulars of the Lease

None

The term as specified in this Lease is set out in the Particulars of the Lease

LR7       Premium

None

LR8       Prohibitions or Restrictions on Disposing of this Lease

This Lease contains a provision that prohibits or restricts dispositions

LR9       Rights of Acquisitions

None

None

None

None

The easements as specified in Schedule 1

The easements as specified in Schedule 2

None

None

LR14     Declaration of Trust Where There is More Than One Person Comprising the Tenant

None

WITNESSES as follows:-

1.            DEFINITIONS AND INTERPRETATION

“ Building ” means Block 2 Arundel Court Arundel Street Sheffield tinted pink on the plan attached

“ Car Park ” means that part of the basement level of the Building from time to time designated by the Landlord for car parking

“ CDM Regulations ” means the Construction (Design and Management) Regulations 1994

“ Conduits ” means and includes all supply pipes wires cables ducts sewers drains gutters watercourses meters and all other conducting media and storage tanks or systems used therewith

“ Encumbrances ” means the covenants rights exceptions reservations and other matters contained mentioned or referred to in Schedule 3

“ Environmental Protection Act ” means the Environmental Protection Act 1990 and any Act or Acts amending replacing or modifying such Act for the time being in force or of a similar nature and all orders and regulations thereunder for the time being in force

“ Exceptions ” means the exceptions and reservations set out in Schedule 2

“ Insured Risks ” the risks of fire terrorism storm tempest flood lightning explosion and in peacetime aircraft and articles dropped therefrom malicious damage impact overflowing of tanks bursting of pipes third party liability and the Landlord’s property owners liability and such other risks as the Landlord shall from time to time insure or the Tenant reasonably requires so far as it is practicable so to insure (subject in all cases to any excesses exclusions and limitations imposed by insurers or underwriters generally in the United Kingdom insurance market when underwriting similar risks) except always such risks in respect of which insurance is not generally available in the United Kingdom insurance market in respect of premises similar to and in locations similar to the Premises

“ Main Building ” means Block 1 and Block 2 Arundel Court Arundel Street and Furnival Street edged green on the Plan

“ Particulars ” means the Lease Particulars set out in the beginning of this Lease

“ Plan ” means the plan or plans annexed hereto appropriately numbered

“ Prescribed Rate ” means the rate of interest which is from time to time Four per centum per annum above either:

“ Premises ” means the property described in the Particulars and each and every part thereof together with the following parts:

but excluding any part of the structure or the exterior of the Building.

“ Rent ” means the sum referred to as the Rent in the Particulars

“ Review Period ” means the period between one Review Date and the ensuing Review Date or the expiry of the Term if there is no further ensuing Review Date

“ Rights ” means the rights set out in Schedule 1

“ Term ” means the contractual term hereby granted together with any period of extension or continuation thereof or of any holding over whether by statute agreement or at common law or otherwise

“ Subtenant ” means a person to whom the Tenant proposes to sublet the whole or a Permitted Part of the Premises.

“ Superior Lease ” means the lease dated 26 June 2002 and made between Sydney & Furnival Properties Limited (1) and Coleridge (Arundel Court 1) Limited & Coleridge (Arundel Court 2) Limited (2)

“ Town and Country Planning Acts ” means the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 and any Act or Acts for the time being in force amending or replacing the same and includes any order instrument regulation direction or plan made or issued thereunder or deriving validity therefrom and any future legislation or items such as aforesaid of a like nature or effect

“ VAT ” means value added tax or any equivalent tax which may at any time during the Term be imposed in substitution for it or in addition to it

2.           DEMISE AND RENT

In consideration of the rent and covenants on the part of the Tenant hereinafter reserved and contained the Landlord hereby demises unto the Tenant all that the Premises together with the Rights excepting and reserving unto the Landlord the Exceptions to   hold the same unto the Tenant for the Term yielding   and paying therefor during the Term first the Rent such rent to be paid in advance without any deductions by equal quarterly payments on the usual quarter days the first payment being a proportionate amount in respect of the period from and including the Commencement Date to the next succeeding quarter day to be made on the date hereof and secondly by way of additional yearly rent the amounts payable pursuant to the provisions of clause 3.2 of this Lease and thirdly any VAT which is or may be payable in respect of the rent first hereby reserved and fourthly any interest on the arrears of the rents hereby reserved and fifthly by way of additional rent the amounts payable pursuant to the provisions of clause 3.3 of this Lease

3.           TENANTS COVENANTS

The Tenant hereby covenants with the Landlord as follows:

To pay the rents (including revised rents ascertained under the provisions of clause 5 hereof and rents in respect of the Insured Risks) hereby reserved and made payable at the time and in manner aforesaid without any deductions and not to exercise or seek to exercise any right or claim to legal or equitable setoff

To pay to the Landlord within 14 days of demand in each year during the Term:

Provided that the Landlord shall be entitled to retain any agency or other commission paid or allowed to the Landlord on such insurance premiums for the Landlord’s own benefit free of any obligation to bring the same into account under this Lease

To pay to the Landlord by way of further and additional yearly rent without any deduction firstly such proportion (to be exclusively determined by the Landlord’s surveyor acting reasonably) according to the proportion which the net internal area of the Premises shall from time to time bear to the net internal area of all lettable premises in the Building (as exclusively measured by the Landlord’s surveyor whose measurement shall be binding upon the Tenant in the absence of manifest error and in accordance with the Code of Measuring Practice issued by the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and Auctioneers or any revision thereof for the time being issued) of the reasonable costs, expenses and outgoings properly incurred by the Landlord in connection with the repair maintenance and renewal of the lift and ancillary plant and machinery the lift lobbies staircases and passages within the Building and the provision of the services within the Building and the other heads of expenditure as the same are set out or referred to in Part I of Schedule 4 hereto and in accordance with good estate management and secondly such proportion (to be properly determined by the Landlord’s surveyor) according to the proportion which the net internal area of the Premises shall from time to time bear to the net internal area of the Main Building (as measured by the Landlord’s surveyor) of the reasonable costs expenses and outgoings properly incurred by the Landlord in connection with the repair maintenance renewal and insurance of the Main Building and the curtilage thereof and the provision of the services therein and the other heads of expenditure set out in Part II of Schedule 4 hereto and in accordance with good estate management

The amounts of the Service Charge shall be ascertained and certified annually by a certificate (“the Certificate”) signed by the Landlord’s auditors accountants or managing agents (at the discretion of the Landlord acting reasonably) as soon after the Landlord’s financial year as may be practicable and produced to the Tenant and shall relate to such year in manner hereinafter mentioned

To pay and discharge all existing and future rates taxes duties charges assessments impositions and outgoings whatsoever (whether parliamentary parochial local or of any other description and whether or not of a capital or non-recurring nature) which are now or may at any time hereafter be assessed charged levied or imposed upon or payable in respect of the Premises or assessed charged levied or imposed upon or payable by any estate owner landlord tenant or occupier in respect thereof provided that the Tenant will not be responsible for any outgoings properly payable by the Landlord in respect of the receipt of any rent hereunder or the ownership of or any dealing with its reversionary interest in the Premises Provided Further That if any payments due under this clause 3.4 are due in respect of the Premises and any other part of the Building jointly to pay a proper proportion of them to be conclusively determined by the Landlord acting reasonably

Upon production of a properly addressed and valid VAT invoice to the Tenant to pay to the Landlord by way of additional rent all VAT at the rate for the time being in force which shall be payable (whether by statute or as the result of the exercise by the Landlord of a statutory right to waive an exemption or make an election) in respect of the rents and other sums payable by the Tenant hereunder and in every case where the Tenant covenants to pay an amount of money hereunder such amount shall be regarded as being exclusive of VAT

If at any time during the Term the said rents or the additional rent or rents or any part or parts thereof or any other sums due hereunder from the Tenant to the Landlord shall remain unpaid for more than ten working days after becoming payable (whether formally demanded or not) or the Landlord shall with good reason refuse to accept the same to pay to the Landlord interest upon the same at the Prescribed Rate calculated on a day to day basis (as well after as before any judgment) from the date upon which the same first became payable until the date of actual payment provided that nothing herein contained shall entitle the Tenant to withhold or delay payment thereof after the date upon which payment first falls due or in any way prejudice affect or derogate from the rights and remedies of the Landlord under this Lease

To deliver to the Landlord free of charge a copy of every notice order requisition direction or proposal given made or issued by a competent authority affecting the Premises or the user of the Premises as soon as reasonably practicable after the Tenant becomes aware thereof and at the request and cost of the Landlord to make or join in making such objections or representations against or in respect of any such notice order requisition direction or proposal as the Landlord shall reasonably deem expedient

In every fifth year of the Term and in the last six months thereof however determined (but not in two consecutive years) to paint paper plaster or otherwise treat as the case may require all interior parts of the Premises usually or requiring to be painted, papered, plastered or otherwise treated with not less than two coats of good quality paint or other suitable material of good quality in a proper and workmanlike manner the colour and quality of the paint and other finishes in the last six months of the Term to be first approved by the Landlord and also at the same time with every such painting to wash down all tiles glazed bricks and similar washable surfaces and make good all ornamental works and generally to redecorate throughout restoring and making good the Premises

To repair and keep the Premises in good and substantial repair and condition except for damage caused by an Insured Risk unless and to the extent that the insurance money is irrecoverable because of an act or default of the Tenant or the Tenant’s servants or agents or any person at the Premises with the express and implied authority of the Tenant

To pay on an indemnity basis all expenses (including without prejudice to the generality thereof solicitors’ counsel’s architects’ surveyors’ and bailiffs’ fees and other professional costs) and VAT thereon which may be properly incurred by the Landlord:

At the expiration or sooner determination of the Term:-

To permit the Landlord and its agents with or without workmen and others at any reasonable time or times and upon reasonable notice (except in cases of emergency) to enter and examine the Premises to ensure that nothing has been done therein which constitutes a breach of any of the covenants contained in this Lease and to examine the state and condition of the Premises

Within a reasonable period or in case of emergency immediately to remedy repair and make good all breaches of covenant and defects of which notice in writing shall be given by the Landlord to the Tenant and which the Tenant shall be liable to remedy repair or make good under the covenants contained in this Lease and in case the Tenant shall make default in so doing within three months after the date of any such notice it shall be lawful (but not obligatory) for the Landlord without prejudice to the right of re-entry hereinafter contained to enter upon the Premises and to remedy repair and make good the same at the cost of the Tenant which cost together with the reasonable expenses of the Landlord (including surveyors’ and other professional fees) and VAT thereon thereby properly incurred shall be a debt due from the Tenant to the Landlord and be forthwith recoverable by action subject always to the Landlord making good any such damage as soon as reasonably possible thereafter

To permit the Landlord and its agents at any reasonable time or times on reasonable notice but not more than once in any calendar year to enter the Premises and to take schedules or inventories of the fixtures and things to be yielded up at the expiration or sooner determination of the Term

Where any works are carried out to or within the Premises to which the CDM Regulations apply and such works are carried out by or on behalf of the Tenant any underlessee (however inferior) or any other occupier of the Premises or any part of the Premises the Tenant:-

Not without the consent of the Landlord (such consent not to be unreasonably withheld or delayed) to use or permit the Premises to be used otherwise than for the Permitted Use Provided that no representation or warranty is or has prior to the date hereof been given or made by or on behalf of the Landlord that any such use is or will be or will remain a permitted use under the Town and Country Planning Acts or that the Premises are or will remain otherwise fit for any such use and Provided that at no time shall the Premises or any part thereof be used in connection with the business of collecting storing treating or disposing of controlled waste as such expression is defined in Section 75 of the Environmental Protection Act

At all times during the Term at the Tenant’s expense to observe and comply with all statutes and all notices directions orders regulations byelaws rules and conditions made or to be made under or by virtue of any statute and all requirements of any public or local authority so far as they relate to or affect the Premises or the contents of or the user of the Premises or the employment thereon of any persons

Subject and without prejudice to clause 3.17:

Not to keep or permit or suffer to be kept on the Premises any material of a dangerous nature especially inflammable explosive radioactive or other similar nature

Not to fix to or place upon or permit or suffer to be fixed to or placed upon the Premises any machinery article or substance which in the reasonable opinion of the Landlord may be liable to damage or overload the roofs or floors or other structural parts of the Building

Not without the consent in writing of the Landlord first obtained which shall not be unreasonably withheld or delayed to affix or display or permit or suffer to be affixed or displayed to or on the Premises any sign fascia hoarding poster placard skysign flagpole mast lettering or advertisement or any aerial or satellite dish whatsoever which shall be visible from the outside the Premises and in default of obtaining such consent the Landlord may enter and remove the same at the cost of the Tenant

To take all steps reasonably necessary to prevent any encroachment upon the Premises or the acquisition of any new right to light passage drainage or other encroachment over upon or under the Premises and/or the Building and to give notice to the Landlord of any threatened encroachment or attempt to acquire any such easement