Exhibit 10.8


3003


LEASE


The S.C.I. FEDERALE GRAMONT,
    Société Civile de
Placements Immobiliers [Real Estate Investment Company] with a share capital
    of
€15,730,000, with its registered office at PARIS 10ème,
27 avenue Claude Vellefaux 


represented by UNIBIENS,
Société par Actions Simplifiée [Simplified Joint Stock company],
with a share capital of €4,050,000, registered with the Register of Trade
and Companies (RCS) of PARIS under number 320 695 471, 


domiciled at 117, Quai du Président Roosevelt, ISSY-LES-MOULINEAUX-Cedex
(92132), 


holder of professional Real Estate Management card “G” no. 4184, issued
by the PREFECTURE OF 


PARIS and
benefiting from a financial guarantee as part of its MANAGEMENT business
activity, issued by CREDIT AGRICOLE S.A., for an amount of €35,000,000, 


and holder of professional Transactions card “T” no. 8376, issued by the
PREFECTURE OF PARIS, 


itself represented by Gérard CHEVALIER,
Chief Executive Officer, or Michel GAULTIER,
Administration Manager, 


or Mrs. Florence VETOIS,
Manager of the Company Real Estate Lease Administration, 


duly authorized for the purposes hereof. 


hereinafter referred to as “the LESSOR” 


ON THE ONE HAND, 


AND 


	
  

 
	
 The Société COTY

 
	
 Société par Actions Simplifiée
 [Simplified Joint Stock company] with a share capital of €22,901,465, 

 
	
 Registered office: 14-16, rue de
 Miromesnil — 75008 PARIS 

 
	
 Registered with the Register of Trade and Companies (RCS)
of Paris under name B 394 710 552 

 
	
 Represented by Mr. Géraud-Marie
 LACASSAGNE, in its quality of President 

 


hereinafter referred to as “the LESSEE” 


ON THE OTHER HAND


THE FOLLOWING HAS BEEN AGREED: 


 [initials]





TABLE OF CONTENTS


	
  

 	
  

 	
  

 
	
 CHAPTER I -
 DESCRIPTION:

 	
  

 	
 pages

 
	
  

 	
  

 	
  

 
	
 Article 1 - PURPOSE

 	
  

 	
 3

 
	
 Article 2 - DESIGNATION

 	
  

 	
 3

 
	
 Article 3 - DURATION

 	
  

 	
 3

 
	
 Article 4 - INVENTORY

 	
  

 	
 3

 
	
 Article 5 - INTENDED USE

 	
  

 	
 3

 
	
  

 	
  

 	
  

 
	
 CHAPTER II -
 TERMS AND CONDITIONS

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Article 6 - GENERAL CONDITIONS OF
 POSSESSION

 	
  

 	
 4

 
	
 Article 7 - WORKS, INSTALLATIONS,
 FITTINGS

 	
  

 	
 5

 
	
 Article 8 - FURNISHING

 	
  

 	
 5

 
	
 Article 9 - MAINTENANCE AND
 SUPERVISION OF THE PREMISES

 	
  

 	
 5

 
	
 Article 10 - VISITS OF THE
 PREMISES

 	
  

 	
 6

 
	
 Article 11 - CONTRIBUTIONS,
 TAXES, AND CHARGES

 	
  

 	
 6

 
	
 Article 12 - INSURANCES AND
 RECOURSE

 	
  

 	
 6

 
	
 Article 13 - ASSIGNMENT OF LEASE

 	
  

 	
 8

 
	
 Article 14 - SUBLETTING

 	
  

 	
 8

 
	
 Article 15 - TELEPHONE

 	
  

 	
 9

 
	
 Article 16 - RETURNING THE
 PREMISES

 	
  

 	
 9

 
	
 Article 16bis - VACTING THE BUILDING
 ON EXPIRATION OF THE LEASE

 	
  

 	
 9

 
	
 Article 17 - CHANGE IN THE LEGAL
 FORM

 	
  

 	
 10

 
	
  

 	
  

 	
  

 
	
 CHAPTER III -
 FINANCIAL OBLIGATIONS:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Article 18 - RENT

 	
  

 	
 10

 
	
 Article 19 - RENT MAINTENANCE AND
 SERVICE CHARGES

 	
  

 	
 10

 
	
 Article 20 - TAXES AND DUTIES

 	
  

 	
 10

 
	
 Article 21 - PAYMENT METHODS

 	
  

 	
 10

 
	
 Article 22 - SECURITY DEPOSIT

 	
  

 	
 11

 
	
 Article 23 - ESCALATOR CLAUSE

 	
  

 	
 11

 
	
  

 	
  

 	
  

 
	
 CHAPTER IV -
 OTHER OBLIGATIONS:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Article 24 - AUTOMATIC
 TERMINATION CLAUSE

 	
  

 	
 12

 
	
 Article 25 - COSTS AND
 REGISTRATION

 	
  

 	
 12

 
	
 Article 26 - ELECTION OF DOMICILE

 	
  

 	
 12

 
	
  

 	
  

 	
  

 
	
 CHAPTER V -
 SPECIAL CONDITIONS:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 1 - DESIGNATION

 	
  

 	
  

 
	
 2 - REFERENCE DATES

 	
  

 	
  

 
	
 3 - INTENDED USE

 	
  

 	
  

 
	
 4 - TAX REGIME

 	
  

 	
  

 
	
 5 - BASIC ANNUAL RENT

 	
  

 	
  

 
	
 6 - PROVISIONS ON CHARGES

 	
  

 	
  

 
	
 7 - SECURITY DEPOSIT

 	
  

 	
  

 
	
 8 - REFERENCE INDEX

 	
  

 	
  

 
	
 9 - TERMINATION CONDITIONS

 	
  

 	
  

 
	
 10 - DEROGATION CONDITIONS

 	
  

 	
  

 
	
 11 - FEES

 	
  

 	
  

 


2


 [initials] 





CHAPTER I - DESCRIPTION


Article 1: Purpose 


The Lessor leases out to the Lessee, which accepts, the premises that it
owns, designated in chapter V.1 below. 


Article 2: DESIGNATION 


The Lessee declares that it has seen
    the premises as it visited them for the purpose of the present agreement,
    without the need for a more detailed designation than that which is contained
    in chapter V.1, and that it accepts them in the condition in which it finds
    them including all outbuildings. 


In addition, the Lessee undertakes not to unlawfully occupy any other
premises in the building under penalty of termination of the present lease. 


The parties expressly agree that the premises under the present lease
form an indivisible whole. 


Article 3: DURATION 


The present lease is granted and accepted
    for a duration of nine full and consecutive years, which shall start as of
    the effective date set out in chapter V.2 below. It shall cease in the conditions
    established in article L.145-9 of the Commercial Code (formerly article 5
    of decree no. 53960 of September 30, 1953). The Lessee shall have the right
    to give notice upon expiration of each three-year period by informing the
    Lessor by extrajudicial act served no less than six months before expiration
of the current period. 


The Lessor shall have the same right
    if it wishes to invoke the provisions of articles L. 145-18, L. 145-21, and
    L. 145-24 of the Commercial Code (formerly articles 10, 13, and 15 of the
    decree no. 53960 of September 30, 1953) in order to build, rebuild the existing
    building, raise the building or perform works stipulated or authorized in
    the scope of a real estate restoration operation. 


Article 4: INVENTORY 


An inventory will be drawn up in the presence of both parties
upon entry of the Lessee. If, for any reason, this inventory is not
drawn up, and particularly if the Lessee is absent, the premises shall be
deemed as rented in perfect condition. 


The inventory shall be established at the cost of the
Lessee. 


Article 5: INTENDED USE 


The Lessee must use the premises hereunder for the exclusive use stated
in chapter V.3 below, peacefully and in accordance with articles 1728 and 1729
of the Civil Code. 


It is agreed that the Lessee shall refrain
    from carrying out any commercial activities in the premises not authorized
    by the special conditions, as well as any industrial or craftwork production
    activities or wholesale or retail sales activities, as well as all auction
sales for furniture and other items. 


If an exceptional authorization is granted
    to the Lessee to carry out certain activities, this does not mean that the
    Lessor gives any guarantee or will conduct any procedures to obtain the administrative
    authorizations that may be necessary in any way for the use of the premises
    for the purpose of carrying out the established activity. Therefore, the
    Lessor may not be held liable in the case where obtaining of authorizations
    is rejected or delayed. 


3


 [initials]





CHAPTER II - TERMS AND CONDITIONS


The present lease is established under the ordinary
    and legal terms and conditions, particularly those set out below, which the
    Lessee undertakes to perform correctly and without the right to demand any
    compensation or reduction of the rent fixed hereunder, and under penalty
    of all expenses and damages and even termination of this agreement if the
Lessor so determines.


Article 6: GENERAL CONDITIONS OF POSSESSION 


The Lessee accepts the leased premises
    in their current condition, and shall be responsible for all interior and
    exterior decoration and installation work, without having the right to demand
    any repairs when taking possession or throughout the duration of the lease,
    and must, in addition to such work, ensure that all necessary repairs are
    made to the said premises during the lease, including those provided for
    in article 606 of the Civil Code. 


The Lessee declares that it fully complies with the provisions of
article L 510-1 et seq. of the Urban Planning Code. 


The Lessee acknowledges that the premises hereunder conform to the
intended use of the lease. 


It shall personally ensure, as of this
    moment and throughout the entire duration of the lease, that they continue
    to comply with all administrative and police regulations applicable both
    to the premises and to the business activity that will be carried out there. 


It shall comply with all recommendations
    and injunctions issued by the Labor Inspector, the Hygiene and Safety
    Committee, and more generally all Administrative Services concerned. 


It shall ensure that the Lessor cannot be inconvenienced or sued in this
respect. 


It must comply with the terms and conditions of the co-ownership
regulations, the regulations on possession, the specifications, and any
document regulating the building complex, as well as all amendments that the
Lessor may decide to make to them in the future, or any future regulations. 


It acknowledges that it has received a copy of the aforementioned
documents. 


The Lessee shall take all necessary precautions to ensure that the
exercise of its trade and business activities do not in any way harm the
upkeep, peacefulness, good appearance, and good maintenance of the building; it
shall take all precautions and assume all responsibility in this respect. The
Lessee undertakes not to introduce into the rented premises materials that are
flammable, explosive, or hazardous to the safety of the building, or use gas in
any form whatsoever. 


It should be noted that the temperature of the premises served by any
heating and/or air conditioning installation(s) on the premises is not
guaranteed, and the Lessee cannot make any claims in this respect. The same
shall apply, and the Lessee may not claim any reduction of rent or compensation
in the case of temporary removal of public utility services such as water,
electricity, telephone, and heating, regardless of the duration, following
maintenance, repair, replacement, failure of supply, or cut-off, breakdown,
strike, or any other cause. 


The Lessee may not deposit or leave any items in the communal parts of
the building, which must provide clear access at all times. 


4


 [initials]





Article 7: WORKS, INSTALLATIONS, AND FITTINGS 


The Lessee must tolerate and allow any repairs, reconstruction, raising,
extensions, and other works that the Lessor may decide to perform during the
lease in the rented premises, and in the respective building, regardless of
their nature and duration, should the latter exceed forty days. 


The Lessee may not perform works in the rented premises that might change
the intended use of the building or harm its integrity. Similarly, it may not
place a load on the floors exceeding their capacity; failing this, the Lessee
shall be liable for all disturbances or accidents. 


All works leading to a change of layout,
    demolitions, or drilling of walls, beams, or floors, and installation of
    machinery with any power source, must be subject to the prior, written authorization
    of the Lessor, and to the administrative authorizations applicable in the
    field. In order to obtain such authorization, the Lessee shall submit to
    the Lessor all documents relating to the planned works or installations such
    as drawings and technical notes. The works must be performed at the Lessee’s
    own risks and costs, and under the supervision of an Architect or Engineering
    Firm accredited by the Lessor and whose fees shall be paid by the Lessee.
    The Lessee shall personally deal with all complaints made by the other building
    occupants, neighbors and third parties, particularly in relation to noise,
    heat, or vibrations and shall take out all necessary insurances in order
    to perform the said works. 


All works, embellishments, improvements, installations, and
constructions of any kind, including fixed and mobile partitions and, if
applicable, works that may be imposed by legislative or regulatory
requirements, carried out by the Lessee during the lease, shall become the
property of the Lessor on departure of the Lessee and its legal successors,
without compensation and without prejudice to the right reserved by the Lessor
to require that the premises be fully or partially restored to their original
state, at the cost of the Lessee, even for works expressly authorized by the
Lessor. 


The Lessee may not affix any plaques,
    signs, or blinds, or perform any installations of any kind affecting the
    external appearance of the building, without the prior, written consent of
    the Lessor, which will, as needed, request the authorizations mentioned in
    the co-ownership regulations or any other regulations, specifications, or
    statutes that it must itself observe, and it should be noted that the Lessee
    shall personally arrange the administrative authorizations required and the
    settlement of any fees that may be due for this purpose, in order for the
    Lessor not to be inconvenienced or sued in this respect. 


Article 8: FURNISHING 


The premises must be furnished at all
    times and until the expiration or termination date of the lease, with equipment,
    furniture, and merchandise in such quantity and value as to be sufficient
    to respond to and serve at all times as a guarantee for the Lessor to cover
    payment of the rent and all service and maintenance charges and obligations
    of the present lease. 


Article 9: MAINTENANCE AND SUPERVISION OF THE PREMISES 


The Lessee shall be obligated to carry out all minor repairs and
maintenance work, cleaning, and in general all repair work or replacements in
the rented premises, throughout the duration of the lease and at its own cost,
whenever these become necessary and for any reason. 


The Lessee must, at its own cost, maintain
    all specific fittings and amenities such as the roof, external surroundings
    including green spaces, heating, air conditioning, ventilation, elevators,
    and electrical and telephone installations in accordance with the regulations
    in force and return them in perfect condition of use. For this purpose, it
    shall enter into all necessary maintenance contracts and undertakes to submit
    a copy of these to the Lessor within 3 months of signing this agreement and
    each year thereafter. The Lessee must maintain the locks, shutters, and roll
    shutters in a satisfactory state of cleanliness, upkeep, and operation. It
    must similarly completely restore the paintwork and carpets at least every
5 years. 


Finally, it must maintain the floor
    coverings other than the carpets in satisfactory condition and particularly
remedy the appearance of stains, burns, holes, or peeling. 


5


 [initials]





If the works listed above and all works
    that become necessary are not done, the Lessor may take the place of the
    Lessee following an injunction and have them done by a company of its choice
    at the exclusive cost of the Lessee, without prejudice to all damages and
    to the Lessor’s right to invoke the Lessor’s
shortcoming in order to automatically exercise the termination clause
stipulated hereunder. These provisions also relate to all costs for which the
Lessor is liable in this respect under the co-ownership regulations,
specifications, or any other document. 


The Lessee shall allow the Lessor, its representative, or its architect
and all contractors and workers to enter the rented premises and visit them to
assess their condition, whenever this is deemed useful. It must also allow the
performance of all necessary works and allow workers to enter the premises so
that they can carry out all work deemed useful. 


The Lessee must not under any circumstances fail to act or permit
actions in such a way as to harm the premises and it must immediately notify
the Lessor within forty-eight hours of any harm caused to the property, and any
damage caused to or deterioration in the rented premises. 


Article 10: VISITS OF THE PREMISES 


The Lessee shall allow visits of the
    premises by the Lessor or any tenants in the case of termination of the lease
    during the advance notice period, and shall allow signs or notices to be
put up in places convenient to the Lessor. 


The Lessee hereby authorizes any agent authorized by the Lessor to enter
the rented premises during the said period. 


Article 11: CONTRIBUTIONS, TAXES, AND CHARGES 


The Lessee undertakes to pay its personal
    and property taxes, business tax, lease fees, and all other charges of any
    nature for which it is specifically responsible or relating to its trade,
    that are or may be applicable to tenants; to pay the household waste collection
    charges, the street sweeping tax, any new contributions municipal taxes,
    and similar, and tax increases that may be created and payable by tenants,
    of any kind and going by any name, and to reimburse the Lessor at the mere
    request of the latter for the amounts that it has advanced in this respect;
    and to pay the property tax, business tax, or any new tax on built or non-built
    properties, such that the rent stipulated hereunder be net of all charges
    to the Lessor as stated in article 19 below. 


Article 12: INSURANCE AND RECOURSE 


1) Lessor’s Insurance 


The Lessor shall provide guarantee for the pecuniary consequences of the
civil liabilities that it may incur in its capacity as owner. 


The Lessor shall provide guarantee for
    its real property as well as for all building facilities and installations
    with which the premises are equipped on entry into effect of this lease,
    particularly against the risks of fire, explosion, storms, and flood damage. 


In this respect, the Lessee undertakes
    to notify the Lessor, by registered letter, of all causes of aggravating
    risks (particularly where the storage height is more than 7 m) that may derive
    from the creation of its trade or any modification of its business activity,
and to pay the additional premiums that may be caused to the Lessor. 


6


 [initials]





2) Lessee’s Insurance 


	
  

 
	
 The
 Lessee shall take out guarantees from Insurance Companies known to be solvent
 for the consequences of civil liabilities that it may incur as a result of: 

 
	
 - its
 capacity as tenant and/or occupant, 

 
	
 - its
 business activities, particularly with respect to the Lessor, and neighbors
 and third parties in general. 

 


The Lessee shall take out guarantees from Insurance Companies known to
be solvent for its own property and the fittings that it will realize
particularly against the risks of fire, explosions, and flood damage. 


The Lessee shall take out a guarantee for operating loss. 


3) Waiver of recourse 


The Lessee waives all recourse against
    the Lessor derived from total or partial destruction of or damage to all
    equipment, furniture, values of any kind, and merchandise due to loss or
    prevention of enjoyment of the rented premises, even in the case of total
    or partial loss of goodwill, including the intangible elements attached to
    the said goodwill. 


The Lessee, in return, waives all recourse that it would be entitled to
exercise against the Lessee. 


These waivers of recourse between the Lessee and the Lessor do not
prohibit their respective insurers from exercising methods of recourse between
them. 


4) The Lessee must maintain and renew
    its insurances throughout the duration of the lease, regularly pay its premiums
    and contributions, and submit evidence of this to the Lessor upon first request
and for the first time when signing this agreement. 


Furthermore, the Lessee undertakes to inform the Lessor of all
modifications made to the above-mentioned insurances as well as their
termination for any reason, within a period of 15 days preceding the effective
date of such termination. 


If the business activity exercised by the Lessee triggers increased
premiums for the owner, or for neighbors and co-tenants, the Lessee must
reimburse the interested parties for these amounts of these additional
premiums. 


5) The Lessee shall reimburse the Lessor
    for all insurance premiums taken out by the Lessor in accordance with common
    practice.


6) The Lessee may not hold the Lessor liable, except in the case of
serious deficiency of the latter in the following cases: 


Theft, break-in, or other criminal acts and generally disturbances
caused by third parties or co-tenants in the rented premises or the property’s
outbuildings. 


Interruption of service of the building’s installations. 


Accident that may arise due to the installation of the said services in
the rented premises. 


In the event that the rented premises are flooded by river water or
similar. 


The Lessee shall personally deal with
    the above cases and generally with all other unforeseen circumstances, unless
    it has a right of recourse against a third party, without involving the Lessor. 


For additional security, the Lessee
    shall take out all necessary insurances to ensure that the Lessor is entirely
    released from Liability. 


7


 [initials]





7) If a proportional rule is applied following a loss due to failure of
the Lessee to fulfill any of its contractual obligations, the Lessee shall be
obligated to compensate the Lessor for all consequences of such failure. 


8) The Lessor and the Lessee undertake to inform their respective
insurers of all the provisions of this article. 


9) If, under the present lease, the Lessee sublets all or part of the
rented premises, it must ensure that each subtenant commits to the same
obligations and waivers with the Lessor and informs its insurer. 


Article 13: ASSIGNMENT OF LEASE 


The Lessee may not assign its right
    to the present lease without the express, written consent of the Lessor.
    However, it may freely assign the right to the lease for all the rented premises
to the buyer of its successor in business. 


Any assignment must take place by notarial act or private deed, which
the Lessor will be called upon to attend. The assignees must jointly undertake,
with the Lessee, to pay the rent and perform the conditions of the lease. The
Lessee shall remain jointly responsible with its successor and all subsequent
successors for payment of the rent and performance of the conditions of the
lease until expiration thereof. 


In addition, the Lessee may not assign its business without first
offering the purchase to the Lessor. After notification by registered letter
with acknowledgment of receipt served in relation to the business assignment
project, the latter shall have a period of one month to inform the Lessee if it
wishes to purchase it at the conditions offered or at conditions to be
negotiated between the parties. 


In the latter case, the assignment must take place in the month the
Lessor exercises its right of pre-emption, failing which this pre-emption shall
be deemed null and void. If no response is received in the established period,
it shall be assumed that the Lessor has chosen not to exercise the right of
pre-emption. 


In addition, all those who may subsequently become assignees of the
Lease shall remain obligated to the Lessor, jointly between themselves and the
Lessee, to pay the rent and perform the conditions of the lease throughout the
duration thereof, even if they are no longer in the premises and have assigned
their right. 


A certified copy of the assignment deed
    or a registered original must be submitted to the Lessor, at no cost for
    the latter, the Lessee being obligated to comply with the rules of article
    1690 of the Civil Code. 


Article 14: SUBLETTING 


The Lessee may not hand over all or part of the premises to any party by
conferring possession thereof to a third party, in any form, even as a loan,
sublet, or similar, without the express, written consent of the Lessor. 


In the event that the partial sublet of the premises is authorized, it
is expressly agreed that all the premises under this lease shall retain their
indivisible nature by the joint intent of the parties. 


Thus, the Lessor shall not be obligated to renew the sublets on
expiration of the contract. 


Any sublet must take place by official or private deed, which the Lessor
will be called upon to attend. 


The subtenants must jointly undertake, with the Lessee, to pay the rent
and perform the conditions of the lease. The Lessee shall act as guarantor and
remain jointly responsible with its successor and all subsequent successors for
payment of the rent and performance of the lease. 


8


 [initials]





In addition, all those who may subsequently become subtenants shall
remain obligated to the Lessor, jointly between themselves and the Lessee, to
pay the rent and perform the conditions of the lease throughout the duration
thereof, even if they are no longer in the premises and have assigned their
right. 


Article 15: TELEPHONE 


The Lessee shall personally arrange to obtain telephone lines and
telephone installation and shall therefore be the titleholder of its lines. 


Article 16: RETURNING THE PREMISES 


Prior to  moving out, the Lessee must,
    before even partially removing furniture and equipment, have settled all
    the rental installments and maintenance and service charges, and provide
    evidence of this by submitting payment receipts of the contributions for
    which it is responsible, both for the elapsed years and the current year. 


The Lessee must, no later than the lease expiration date, at any time
and for any reason, leave the rented premises and all fittings, installations,
improvements, additions, and embellishments, without compensation and in good
condition, which will be reported in a schedule of condition, following which
the Lessee must hand the keys over to the Lessor. 


In particular, the Lessee must assume
    liability for the costs, including paintwork, floors, floor coverings, walls,
    ceilings, and any layout fittings inside the premises, as well as the surrounding
    amenities, so as to leave the premises in good condition, without being able
    to invoke wear or tear, even normal. The inventory, the date of which shall
    be determined by mutual agreement of the parties, shall, if applicable, include
    a report of repairs to be done. This inventory may be preceded
    by a preliminary inventory.


Notwithstanding the handover of the
    keys, the lease shall continue until the expiration date, with the rent remaining
    payable up to this date. Failing this, the inventory will be drawn up on
    the lease expiration date. If the Lessee is not present at the time and date
    set for the inventory, the latter may be established, if the
    Lessor sees fit, in the presence of a bailiff, who may be accompanied by
    a locksmith in order to gain entry to the premises, with the corresponding
costs being exclusively payable by the Lessee. 


If repairs or works are necessary, the Lessee must, within fifteen days
of notification of the estimates, issued at the request of the Lessor, approve
the said estimates. 


If the Lessee does not express its intention in the above period, the
estimates will be deemed as approved and the Lessor may have the work done by
companies of its choice, and claim the amount from the Lessee. 


If the Lessee expresses its intention to perform the work itself, it
must undertake, as an essential and decisive condition, to have it performed by
qualified companies approved by the Lessor. 


The repairs shall refer to reconditioning of the premises, with the
consequences of disrepair resulting from use being payable by the Lessee. 


Article 16 bis: VACATING THE BUILDING
UPON EXPIRATION OF THE LEASE 


If the Lessee fails to vacate the building by the expiration date of
this contract or on the date of completion of the reconditioning works pursuant
to article 16 above, the Lessee shall be liable to the Lessor for occupancy
compensation established herein for each late day at 2% exc. taxes, of the
amount of the last quarterly rent exc. taxes. 


9


 [initials]





Article 17: CHANGE IN THE LEGAL FORM


The Lessee
must notify the Lessor of any modifications of the renting Company’s status
(transformation, change in name or company logo, change in the company
registered office, etc.) within a month of the modification “by
registered letter with acknowledgment of receipt” and give notice to the
Lessor, in the manner described in Article 1690 of the Civil Code, regarding
any merger or partial transfer of assets. In the event that a partial transfer
of assets occurs, the contributing company shall remain the guarantor and shall
be jointly liable for the beneficiary of the contribution, for the payment of
the rent and the execution of the lease conditions. 


CHAPTER III – FINANCIAL OBLIGATIONS


Article 18: RENT


The rent
as set in the particular conditions contained hereinafter constitutes a
decisive clause for both parties upon signing this lease. This lease is
hereby granted and agreed upon in return of an annual rent, the base value for
which has been set herein, as described in Chapter V.5 and which may change under
    the conditions set by legislation and by following the methods described
    in Article 23 herein. 


Article 19: SERVICE CHARGES AND MAINTENANCE 


The Lessee
shall pay the Lessor a portion of the communal services for the
premises, insurance, rental taxes, property taxes, offices taxes, individual
supplies and expenses necessary for function, cleanliness, maintenance and
repair of the property overall, including work performed in the common areas
and on communal equipment, namely all costs regarding the maintenance and
repair of elevators, heating units, courts, lawns, as well as all facilities,
fixtures and operational equipment in the common areas; it shall also repay
    a portion of the salaries of the personnel associated with the property,
    such as security, cleaning staff, property management, as well as the permanent
    cash reserves raised by the property manager, the fees of the property
administrator, etc., so that the rent as
set herein shall be free of all service charges for the Lessor. 


This
payment shall be made independently upon receipt of a bill or in quarterly
installments, paid by the Lessee with each term, in the amount stipulated in
Chapter V.6. To take into consideration the fluctuation of service charges, the
Lessor may, upon presentation of supporting documents, modify the amount of the
installment for service charges. 


At the
closing of each 12-month period, the amount of installments paid shall
    be settled based on the account statement for annual charges. 


Article 20: TAXES AND DUTIES


The Lessor having
opted so that the rent shall be subject to the VAT, pursuant to Article 260 – 2nd
of the General Tax Code, the rent indicated above and additional charges
shall be increased by the VAT at the rate in effect at the moment the amount
is billed. 


Article 21: PAYMENT METHOD


The Lessee
is required to pay the Lessor rent and service charges in four equal payment
terms and in advance, on January 1st, April 1st, July
1st and October 1st of each year by automatic withdrawal.



All other
payments shall take place at the office of the Lessor or at any location
indicated by the latter. 


In the
event that the Lessee fails to pay the rent owed to the Lessor before the due
date, or any other amount due related to this lease which has not be paid by
the deadline stipulated, the Lessor shall have the full right to collect,
within eight days after the rent due date and without having to provide prior
notice, interest as a late fee, calculated pro rata temporis at the discount
rate of the Bank of France increased by 4 points. 


 [initials]





In
application of the provisions of Article 68 of Law no. 91,650 of July 9, 1951,
in the event that the amounts due cannot be recovered, the Lessor may register,
as a temporary measure, a pledge on the business of the Lessee as it currently
    or will be operated.


Article 22: SECURITY DEPOSIT


To
guarantee the execution of its obligations, the Lessee
shall pay the Lessor, who shall acknowledge such, an amount that equals a THREE
(3) months’ rent, excluding taxes as a security deposit. This security deposit
shall not accrue interest nor be attributed to the last rent payment owed and
shall be reimbursable upon the departure of the Lessee, subject to, on one
hand, the clearance of all amounts owed by the Lessee, including the balance
on the service charges corresponding to its period of occupation and, on the
other hand, the payment for the reconditioning of the rented premises. 


In the
event of revision or adjustment of the rent set herein, this security deposit
    shall be readjusted in proportion to the new rent amount, and subject to
    the same conditions. 


In the
event that this lease is terminated following a failure to execute the
conditions of the lease, due to any reason attributable to the Lessee, pursuant to a termination clause,
as described herein, or if a notice by the Lessor of its refusal to renew for a serious and legitimate
reason, the security deposit shall be kept by the Lessor as an initial
compensation, without prejudice to all other compensation.


At the
moment of the Lessee’s departure, the security deposit shall be attributed
mainly to the amount of repairs owed by the Lessee as described in Article 16. 


The
security deposit shall be kept by the Lessor as a fixed initial
compensation in the event that the lease is relinquished, pursuant to
article 621-28 of the Code  (formerly Article 37 of Law no.
85-98 of January 25, 1985), without prejudice to all other corresponding
compensation as applicable. 


Article 23: INDEXATION CLAUSE


The rent
shall also be subject to the following indexation clause: the rent shall be
adjusted automatically each year in proportion to the adjustment of the quarterly
cost index of the building published by the INSEE. For the first year, the index
provided in Chapter V.8 shall be compared to the index for the same quarter of
the following year. 


For the
subsequent years, the index selected for prior reassessment and the index of
the same quarter for the following year shall be compared. 


If this
index is not available on the anniversary date of the lease, a provisional
indexation shall be made based on the last known index. 


It is
hereby stated that this clause constitutes a contractual index. As a result,
the legal triennial revision currently provided by Articles L.145-37 and L.145-38
    of the Commercial Code (formerly Articles 26 and 27 of the September
    30, 1953 decree), which still remains applicable. 


If the
index described in this article ceases to be published by the INSEE, the
parties may decide to refer to any other index publication selected, which must
be issued by a public or private statistics entity, selected by mutual
agreement or, failing such mutual agreement, designated by the President of the
    Commercial Court. 


 [initials]





CHAPTER IV – OTHER OBLIGATIONS


Article 24: CLAUSE OF RIGHTFUL TERMINATION


It is
hereby agreed that upon a failure of the Lessee to fulfill any one of the
obligations and conditions of the lease, all of which are compulsory, or upon
failure to pay in full any installment of the rent or service charges before
the due date as stipulated in this contract, its riders or later amendments or
    court rulings, this lease shall be, at the discretion of the Lessor, rightfully
terminated and without the need for any legal formalities, one month after simple
    notice of performance or order of payment served to a person or its domicile,
    containing a statement by the Lessor of its intent to enforce this clause
    if unheeded at this time. 


If the
Lessee refuses to vacate the premises, it shall be forced to so, without delay,
upon a temporary injunction issued by the President of the Commercial Court with
    jurisdiction over the location of the property. In this case and regardless
    of the reason for termination, the security deposit described herein in Chapter
    V.7 shall remain property of the Lessor as initial compensation without prejudice
    to all other compensation. 


All other
offers for payment or execution after the expiration of the above-mentioned deadline
    shall not prevent the established termination. 


If the
Lessee fails to vacate the premises, the Lessor shall be rightfully entitled
to, without prior notice, compensation for the time already occupied for each
day past the expiration date, for two-times the current rent calculated pro rata
temporis, without prejudice to all other rights to compensation owed to the
Lessor. 


Article 25: FEES AND REGISTRATION


The costs,
duties and fees pertaining to this lease shall be the responsibility of the
Lessee, for which it shall be expressly liable. 


Article 26: SELECTION OF DOMICILE


For the
execution of this document, the address selected by the Lessor as its main
office located at BP 28 – 117, quai du President Roosevelt – 92132
Issy-les-Moulineaux-Cedex and for the Lessee, the premises rented. 


 [initials]






CHAPTER V SPECIAL CONDITIONS


S.C.I. FEDERALE GRAMONT hereby
      grants this lease to
Société COTY, which hereby accepts the premises located
at:


	
 

	
 


	
1st/

	
DESIGNATION OF THE  PREMISES


	
 

	
 


	
 

	
Within the property located at:




8-14
RUE GRAMONT

14 RUE DU 4 SEPTEMBRE

75002 PARIS


	
 

	
 

	
 


	
 

	
à

	
The premises for use of office
space, having an approximate surface area of 6,254.54 m2 for the
basement, ground level


	
 

	
 

	
R + 6 corresponding to lots 1, 2, 3, 4, 5, 6, 7


	
 

	
 

	
 


	
 

	
à

	
Several ground-level and basement
premises with a surface area of 1,795.71 m2 corresponding to lots 8, 9, 10, 11, 12





For a total surface area of 8,050.25 m2


	
 

	
 

	
 


	
 

	
à

	
57 parking spaces in the 2nd
basement corresponding to lots 13 through
69.








	
 

	
 

	
 


	
2nd/

	
REFERENCE DATES

	
 


	
 

	
 

	
 


	
 

	
Effective date for the current
lease:

	
JANUARY 1, 2006


	
 

	
 

	
 


	
 

	
Date that the premises will
become available:

	
SEPTEMBER 1,
2005


	
 

	
For the purposes of setting up
the premises, subject to the Lessor providing proof of insurance for the
premises on this date.








	
 

	
 


	
3rd/

	
PURPOSE


	
 

	
 


	
 

	
The premises shall be used solely
for office space.


	
 

	
 


	
4th/

	
TAX SYSTEM


	
 

	
 


	
 

	
VAT at the current rate.





 [initials]









	
 

	
 


	
5th/

	
ANNUAL BASE RENT


	
 

	
 


	
 

	
Annual base rent, excluding taxes
and service charges: 3,450,000 € (THREE
MILLION FOUR HUNDRED FIFTY THOUSAND EUROS):


	
 

	
 


	
 

	
A rent-free period, excluding
services charges, of eleven months has been granted to the Lessor.


	
 

	
 


	
 

	
Payment of the first term shall
therefore occur on: December 1, 2006


	
 

	
For the period beginning on December 1, 2006
        and ending December 31, 2006


	
 

	
 


	
6th/

	
PROVISIONS REGARDING THE SERVICE
CHARGES


	
 

	
 


	
 

	
“The Lessee shall undertake and
directly finance the service charges required for the operation of the
property. The Lessor shall be assured that the Lessee has contracted on a
regular basis various maintenance work for the property by providing a copy
of the signed contracts to the Lessor once they have been signed.


	
 

	
 


	
 

	
In the event that these contracts
are modified or cancelled, the Lessor must be notified within fifteen days.
The Lessor may verify on a yearly basis that these contracts are produced to
have a legal and technical effect and verify their proper execution. The
Lessor shall conduct two visits per year for monitoring.


	
 

	
 


	
 

	
The quarterly payment must
include administrative fees, miscellaneous technical fees paid by the Lessee
to the Lessor in the amount of 25,000 €, excluding taxes.


	
 

	
 


	
 

	
The settlement shall take place
once a year.


	
 

	
 


	
7th/

	
SECURITY DEPOSIT


	
 

	
 


	
 

	
This shall correspond to three
months’ rent, in the sum of 862,500 € (EIGHT
HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED EUROS).


	
 

	
 


	
8th/

	
REFERENCE INDEX


	
 

	
 


	
 

	
Latest INSEE index to date –
publication in the Official Journal upon the effective entry date of the premises,
i.e. index 1269 (4th quarter
2004). First revision: January 1, 2007.


	
 

	
 


	
9th/

	
CONDITION SUBSEQUENT


	
 

	
 


	
 

	
None.





 [initials]









	
 

	
 


	
10th/

	
OVERRIDE PROVISION


	
 

	
 


	
 

	
Article 3 – DURATION


	
 

	
 


	
 

	
The first paragraph shall be
modified as follows:


	
 

	
 


	
 

	
“The current lease has been
granted and agreed upon for the duration of nine consecutive years and two
full months, which shall begin from the effective date as stipulated in
Chapter V2. It shall end under the conditions described in Article L.145.9 of
the Commercial Code (formerly Article 5 of the September 30, 1953
decree).


	
 

	
 


	
 

	
The Lessee shall have the
authority to give notice “at the end of the third triennial period and two
months” by notifying the Lessor by an extrajudicial document, at least six
months prior to the expiration for the current period.”


	
 

	
 


	
 

	
Article 6 – GENERAL CONDITIONS OF USE


	
 

	
 


	
 

	
The first paragraph shall be
modified as follows:


	
 

	
 


	
 

	
“The Lessee shall occupy the
premises rented...for the duration of the lease, with the exception of those described
in Article 606 of the Civil Code.”


	
 

	
 


	
 

	
Paragraph 10 shall be completed
as follows:


	
 

	
 


	
 

	
“Upon notification of the temporary
suspension or of the reduction of collective services mentioned above, the
Lessor is required to take all necessary measures for the inconvenience
suffered by the Lessee to cease.”


	
 

	
 


	
 

	
Article 7 – REPAIR WORK – FACILITIES – FURNISHINGS


	
 

	
 


	
 

	
The first paragraph shall be
modified as follows:


	
 

	
 


	
 

	
“The Lessee shall lose and
relinquish all rights to any compensation or decrease in rent” “for all
repair work which may be required at the end of the lease”.


	
 

	
 


	
 

	
Article 9 – MAINTENANCE AND MONITORING OF THE PREMISES


	
 

	
 


	
 

	
Paragraph 2 shall be modified as
follows:


	
 

	
 


	
 

	
 “The Lessor must maintain, as its expense,
      all specific equipment, such as external access ways and green spaces,
      heating...in
accordance with current legislation and provide them in good condition for
use.” For this purpose...it must, in the same manner, proceed with the
restoration of the paint and carpet in their entirety every five years, “if
necessary”.


	
 

	
 


	
 

	
Paragraph 3 shall be modified as
follows:


	
 

	
 


	
 

	
The words “perfect condition” shall
be replaced by “good condition”.


	
 

	
 


	
 

	
Paragraph 5 shall be modified as
follows:


	
 

	
 


	
 

	
“by prior 48 hours’ notice”.





 [initials]









	
 

	
 


	
 

	
Article 10 – VISITING THE PREMISES


	
 

	
 


	
 

	
The first paragraph shall be
completed as follows:


	
 

	
 


	
 

	
“by prior 48 hours’ notice”.


	
 

	
 


	
 

	
Article 14 – SUBLEASE


	
 

	
 


	
 

	
The Article shall be completed as
follows:


	
 

	
 


	
 

	
“However by derogation from the above
paragraph, the Lessee shall have the authority to partially sublet the
premises to one or more companies in which the Lessee holds at least 50% of
their assets, in which case the Lessee must notify the Lessor in advance of
all sublease contracts signed in accordance with this authorization”.


	
 

	
 


	
 

	
It is hereby agreed that the
Lessee shall be solely liable for the obligations associated with the lease
as stipulated by the Lessor.


	
 

	
 


	
 

	
Article 16 – RESTORATION OF THE PREMISES


	
 

	
 


	
 

	
Paragraph 8 shall be modified as
follows:


	
 

	
 


	
 

	
“Reparations shall be considered as
maintaining the premises in good condition”.


	
 

	
 


	
 

	
Article 17 – CHANGE
        IN THE LEGAL FORM


	
 

	
 


	
 

	
The last sentence shall be
completed as follows:


	
 

	
 


	
 

	
“in the event of a partial
transfer of assets, the contributing Company, if it becomes a majority
shareholder of the Company receiving the assets, shall remain the guarantor...”.


	
 

	
 


	
 

	
REPAIR WORK


	
 

	
 


	
 

	
Reimbursement of installation
work has been granted to the Lessee by the Lessor in the amount of 1,500,000
€, excluding taxes. This amount shall be paid to the Lessee upon submission
of supporting documents.


	
 

	
 


	
 

	
Verification of the condition of
the premises shall be conducted as a result of the work to verify its
completion.


	
 

	
 


	
 

	
INSURANCE


	
 

	
 


	
 

	
The provision of the premises,
as of September 1, 2005, prior to the lease effective date (January
1, 2006) is contingent upon submission of an insurance certificate for the premises
by the Lessee, insuring the civil liability of the Lessee as the occupant, in
regard to the Lessor as well as third parties.





 [initials]









	
 

	
 

	
 

	
 

	
 


	
11th/

	
FEES OWED BY THE
LESSEE

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Inventory:

	
228.67 €, excluding taxes


	
 

	
 

	
•

	
Preparation
of documents:

	
304.90
€, excluding taxes


	
 

	
 

	
•

	
VAT
at 19.60%:

	
104.58
€


	
 

	
 

	
 

	
 


	
For
a total of:

	
 

	
 

	
638.15
€, taxes included payable to UNIBENS


	
 (SIX HUNDRED THIRTY-EIGHT EUROS
and FIFTEEN CENTS) 

	
 








	
 

	
SIGNED in ISSY-les-MOULINEAUX


	
 

	
ON 06/13/2005 [handwritten]


	
 

	
IN THREE COPIES


	
 

	
 


	
The “LESSEE”

	
the “LESSOR” 


	
[signature]

	
                  [signature]




 “Signatures to be proceed by the following
statement: Read and approved”


[initials]