Office Lease Agreement

This Lease Agreement (hereinafter referred to as this Agreement ) is made and entered into by and between the Lessor,_____________(hereinafter referred to as Lessor ) and the Lessee,_____________ (hereinafter referred to as Lessee ) for the leasing of an office space (hereinafter referred to as the Property ) under the following conditions:

Article 1 (Description of Property)

(1)	Lessor shall lease to Lessee the following Property, and Lessee shall take it on lease: _________Building (Steel-frame reinforced concrete structure with ___stories above, ___floors underground)___ Floor, Room No___. ,___ square meters (as per the accompanying plan) Provided, however, that Lessee shall use the air conditioners and ventilation systems currently installed in the building.
(2)	The floor area of the Property shall be measured on a wall-center-line basis.

Article 2 (Purpose of Use)

Lessee shall use the Property for an office space only and for no other purpose.

Article 3 (Term of Lease)

(1)	The term of lease hereof shall commence on________ and end on________ .
(2)	If Lessor or Lessee wishes to terminate this Agreement upon expiration of the initial term of this Agreement, either party shall give written notice to the other party six months prior to expiration of the original term of lease.
(3)	If a notice from either party is not given six months prior to expiration of the initial term hereof, this Agreement shall automatically be extended for a further period of ___ years under the same conditions hereof, and that the same shall apply thereafter.

Article 4 (Earlier Termination)

Lessor or Lessee shall, if intending to terminate this Agreement during the term hereof, notify the other party of such intent in writing six months prior to the date of such earlier termination. Provided, however, that Lessee may terminate this Agreement forthwith by paying to Lessor an amount equal to six (6) months rent in lieu of prior notice.

Article 5 (Rent)

(1)	The rent shall be________ yen per month. Lessee shall pay the rent by the last day of every month for the following monthly rent by delivering the rent directly to Lessor or paying the same by bank transfer into the bank account designated by Lessor. Provided, however, that such amount for a period of time shorter than one (1) month shall be computed on a daily pro-rated basis of that month.
(2)	If and when the current amount of rent is deemed to be inappropriate in view of fluctuations of commodity prices, increase in taxes imposed on or other expenses related to land and buildings, level of rents for neighboring land and buildings, and/or other changes in circumstances including economic conditions, Lessor and Lessee shall reserve the right of negotiating to revise the rent.

Article 6 (Share of Expenses)

(1)	Lessee shall pay Lessor the common benefit charge of _____yen every month.
(2)	The provision regarding the rent mentioned in the preceding article shall apply for the common benefit charge.
(3)	Lessee shall be responsible for supplemental expenses, such as expenses for air-conditioning, electricity, gas and water consumed in or for the Property, and shall promptly pay Lessor the expenses upon request from Lessor.

Article 7 (Prohibitions)

Lessee shall not perform any of the following acts:
(1)	Assign or offer as a security to any third party any rights of the Property;
(2)	Sublease to any third party, or cause or allow any third party to use a part or all of the Property;
(3)	Cause or allow any third party to share the Property, or to exhibit no other name than Lessee on or in connection with the Property; and
(4)	Conduct any such act that will disturb other lessees, or damage any part of the building including the Property.

Article 8 (Division of Responsibility for Repair Cost)

(1)	Lessor shall be responsible for making necessary repairs to the building, any fixtures, and other facilities installed therein for maintaining the same in good condition.
(2)	The repairing cost for damage to walls, ceilings and floors (including repainting) of the Property shall in principle be borne by Lessee.
(3)	Lessee is responsible to promptly notify Lessor of any damage mentioned in the preceding two articles which requires repairs. In such cases, Lessee shall consult with Lessor in advance and make necessary repairs even if made by Lessee at its own expense.

Article 9 (Modification of Property)

(1)	When Lessee intends to change the original condition of the Property by installing fixtures, or making, removing or altering facilities in and to the Property, Lessee shall obtain prior written approval from Lessor. All costs and expenses for such work shall be borne by Lessee.
(2)	When Lessee carries out the aforementioned works, Lessee shall keep in close contact with Lessor regarding contents and method of works to obtain prior approval on all such occasions.

Article 10 (Compensation for Damage)

Any loss or damage caused to Lessor, or any other lessee or third party, by any willful negligent or mishandling act by Lessee or any of its agents, employees, contractors or other persons concerned shall be indemnified by Lessee.

Article 11 (Exemption)

(1)	Lessor shall be exempted from any loss or damage incurred by Lessee caused by circumstances beyond Lessor's and the property owner's reasonable control, including, but not limited to, earthquakes, fires, floods and other natural calamities. Lessor shall not be responsible for any loss or damage incurred by Lessee caused by or related to facilities of the building, such as by electricity, gas, water, air-conditioners, elevators, notwithstanding Lessor's and the property owner's good care required for maintenance and management of the building, or by circumstances such as robberies, demonstrations or labor disputes.
(2)	Lessor shall be exempted from any loss or damage to Lessee caused by an occurrence related to Lessee and other lessees whatsoever the situation will be.
(3)	Lessor shall not be responsible for any inconvenience incurred by Lessee due to inability of services and suspension or restriction of use of the common-use area or a part of the Property for repairs or alterations as required for maintenance and management of the building.

Article 12 (Entry and Inspection)

Lessor or its employees may, at any time required for the maintenance of the building, including, without limitation, the maintenance of security and hygiene, prevention of crimes, prevention of disaster and/or conducting relief and rescue activities, enter and inspect the Property by giving prior notice to Lessee, and take necessary measures. Provided, however, that in case of emergency, when Lessor is unable to notify Lessee of such entry and inspection in advance, Lessor shall promptly notify Lessee thereof on an ex-post-facto basis.

Article 13 (Due Care Required of Good Tenant)

The Lessee shall use the Property and the common-use area of the building with the due care expected of a good tenant.

Article 14 (Building Management Regulations)

Lessee shall follow the provisions of the building management regulations, accompanying this Agreement, set by Lessor.

Article 15 (Deposit)

(1)	For securing Lessee's full obligations under this Agreement, Lessee shall pay to Lessor a deposit of_____ yen which is equal to__ months rent at the time of signing of this Agreement. Provided, however, that no interest shall be paid by Lessor on the deposit.
(2)	When the rent is increased or decreased, the amount of deposit shall be revised to an amount equal to__ months of the revised rent, and the difference of the amount shall be promptly paid by Lessee or Lessor to the other party.
(3)	Lessor shall be entitled to appropriate, without prior notice, the deposit for settlement of any of Lessee's indebtedness payable to Lessor, including delay in payment of the rent and the common benefit charges, and compensation for damage under this Agreement. In such cases, Lessee shall replenish the amount of the original deposit within five (5) days after receipt of notice from Lessor requesting to appropriate a sum of money. Provided, however, that Lessee shall not propose the deposit be offset against any of Lessee's indebtedness payable to Lessor including the rent and other fees during the term hereof.
(4)	Lessor shall return the deposit to Lessee after Lessee completely surrenders the Property to Lessor and fully completes payment of Lessee's indebtedness payable to Lessor upon termination of this Agreement.
(5)	Lessee shall not transfer the right to the deposit to any third party nor use the same for securing any other agreement that Lessee makes with other parties.

Article 16 (Termination of this Agreement)

When the Property becomes unusable due to destruction of all or part of the building by force majeure, including, without limitation, natural calamities, this Agreement shall automatically be terminated.

Article 17 (Immediate Termination of this Agreement)

Lessor may terminate this Agreement without prior notice if any of the following applies to Lessee. In such a case, if Lessor suffers any loss or damage by Lessee, Lessor may claim compensation for such loss or damage.
(1)	When Lessee fails to pay the rent, common benefit charge and/or any other indebtedness for three (3) months or longer;
(2)	When Lessee uses the Property for other purpose than the purpose provided in Article 2;
(3)	When Lessee acts against any of the provisions in Article 7;
(4)	When Lessee significantly interferes with any other lessee to use the Property they lease;
(5)	When Lessee acts against any of the provisions of this Agreement, and or any other agreement entered into hereunder;
(6)	When Lessee does not use the Property for one month or longer without prior approval of Lessor;
(7)	When any attachment, provisional attachment, provisional disposition or forcible execution is filed against Lessee or when any petition for bankruptcy, company arrangement, corporate reorganization or civil reorganization is filed by or against Lessee; and
(8)	When Lessee notably loses its credit.

Article 18 (Restoration to Original Condition)

(1)	Upon termination of this Agreement, Lessee shall forthwith, at its own expense, remove from the Property any or all fixtures and facilities, and articles owned by Lessee that Lessee has constructed or added to the Property. Any of the articles, owned by Lessor, installed to the Property by Lessor upon Lessee's request, shall be removed at Lessee's expense and transferred to Lessor if required. Lessee shall repair, at its own expense, any damage or breakage caused to the Property or to any fixtures and other facilities therein, and restore the Property to the original condition before transferring the Property to Lessor. If Lessee fails to promptly restore the Property to the original condition, Lessor may at Lessee's expense take necessary measures for such restoration, and Lessee shall raise no objection to such measures.
(2)	Upon termination of the Agreement, if there is any article belonging to Lessee remaining within the Property after Lessee has surrendered the Property to Lessor, Lessor may dispose of such article, on the assumption that Lessee has abandoned the ownership thereof.
(3)	If Lessee does not surrender the Property to Lessor upon termination of this Agreement, Lessee shall pay to Lessor an amount equal to two times the amount of rent as compensation and an amount to cover other expenses payable to Lessor for the period commencing on the day following the date of termination hereof and ending on the date of actual transfer of the Property. Lessee shall pay to Lessor compensation for damage caused to Lessor, if any, due to delay in surrender.

Article 19 (Waiver of Right to Demand Purchase)

When Lessee transfers the Property, Lessee shall not be entitled to demand, in any form or any manner whatsoever, reimbursement of costs incurred by Lessee related to the Property, fixtures and other facilities therein, profits possibly made out of these fixtures and facilities, and of costs or compensation for removal, evacuation, or any other rights. Nor shall Lessee be entitled to demand the purchase by Lessor of any of the fixtures and other facilities that Lessee has at its own expense constructed or added to the Property.

Article 20 (Guarantor)

The guarantor shall hold joint and several responsibilities with Lessee for execution of all obligations that the Lessee is responsible for.

Article 21 (Consumption Tax)

Lessee shall pay consumption tax and local tax payable to, imposed on any expenses under this Agreement, based on the tax reform law, consumption tax law and local tax law.

Article 22 (Jurisdiction)

The parties hereto agree that all the lawsuits hereunder shall be brought in the Kobe District Court of Japan.

Article 23 (Matters not Provided for)

Any matter not provided for herein, and any doubtful point arising in connection with the interpretation of any provision hereof shall be decided on by mutual agreement through faithful consultation between the parties hereto.

The parties hereto subscribed their names and seals upon this Agreement in duplicate, each to retain one copy thereof.

Date:

Lessor:

Lessee:

Guarantor: