Exhibit 10.7


ALTYS
Gestion




	
  

 	
  

 
	
  

 	
 COMMERCIAL LEASE

 
	
  

 	
 COTY FRANCE SAS

 
	
  

 	
 10 Boulevard Haussmann - 75009 
Paris 

 
	
  

 	
 494 m2 - 5th floor 

 
	
  

 	
 596 m2 - 4th floor 

 
	
  

 	
 598m2 - 3rd floor

 



ALTYS/BP/BX/CT/10 





Lease for
commercial offices


BETWEEN THE
UNDERSIGNED


The SCI VENDOME PARIS, a Société Civile Immobilière (non-trading
real estate company) with variable capital of at least 34,900,000 Euros, whose
registered office is located in France, Paris La Défense 92932 - Cœur Défense
Tour B - La Défense 4-100 Esplanade du Général de Gaulle, registered in the
Register of Trade and Companies of NANTERRE under No. 431 980 952,


Represented by the company ALTYS GESTION, a Société par Actions
Simplifiée (simplified joint stock company) with capital of 45,200 Euros, whose
registered office is located at 103/105 rue des Trois Fontanot in Nanterre
(92729), France, registered in the Register of Trade and Companies of Nanterre
under No. 582 044 418,


Itself represented by Mr Stéphane BUREAU, General Director,


Hereinafter referred to as the
“LESSOR”

on the one hand,


AND


The company COTY France, a Société par action simplifié
(simplified joint stock company) with capital of €10,696,632, whose registered
office is located at 14 rue du quatre septembre Paris 75002, France, registered
in the Register of Trade and Companies of PARIS under number B 380 915 736


Represented by Mrs CARMONA Odile, President


Hereinafter referred to as the
“LESSEE” 

on the other hand,






CONTENTS


1 - Special
Conditions


1.1. Description of the Building


1.2. Description of the Let Premises


1.3. Purpose of Let Premises


1.4. Term of lease


1.5. Annual rental fee excluding tax and
charges


1.6. Specific financial provisions


1.7. Escalator clause


1.8. Security deposit


1.9. Provisions for expenses


1.10. Other agreements


1.11. Tax regime


2 - General Terms and
Conditions


2.1. Purpose


2.2. Laws


2.3. Building by-laws/commonhold by-laws


2.4. Administrative authorisations 


2.5. Duration


2.6. Rental fee


2.7. Escalator clause


2.8. Security deposit


2.9. Assumption of possession










	
  

 	
  

 
	
 2.10. Charges and utilities

 
	
  

 	
  

 
	
  

 	
 2.10.1. General terms and conditions

 
	
  

 	
  

 
	
  

 	
 2.10.2. List of charges and utilities

 
	
  

 	
  

 
	
  

 	
 2.10.3. Restaurant

 
	
  

 	
  

 
	
  

 	
 2.10.4. Provisions for charges 

 
	
  

 
	
 2.11 Obligations of the Lessee

 
	
  

 	
  

 
	
  

 	
 2.11.1. Usage of Let Premises

 
	
  

 	
  

 
	
  

 	
 2.11.2. Inventory of fixtures upon entry

 
	
  

 	
  

 
	
  

 	
 2.11.3. Maintenance of Let Premises

 
	
  

 	
  

 
	
  

 	
 2.11.4. Conditions of possession and use

 
	
  

 	
  

 
	
  

 	
 2.11.5. Taxes and duties

 
	
  

 	
  

 
	
  

 	
 2.11.6. Liability and recourse

 
	
  

 	
  

 
	
  

 	
 2.11.7. General use of private and communal areas

 
	
  

 	
  

 
	
  

 	
 2.11.8. Guarantee

 
	
  

 	
  

 
	
  

 	
 2.11.9. Visit to premises

 
	
  

 	
  

 
	
 2.12. Repairs - Embellishments

 
	
  

 	
  

 
	
  

 	
 2.12.1. Fit-out works by the Lessee

 
	
  

 	
  

 
	
  

 	
 2.12.2. Outcome of embellishments, improvements and fit-outs

 
	
  

 	
  

 
	
  

 	
 2.12.3. Repairs

 
	
  

 	
  

 
	
  

 	
 2.12.4. Schedule of fixtures upon departure

 
	
  

 	
  

 
	
 2.13. Prevention, Health, Safety

 
	
  

 	
  

 
	
  

 	
 2.13.1. Undertakings of the Lessee

 
	
  

 	
  

 
	
  

 	
 2.13.2. Works undertaken by the Lessee

 
	
  

 	
  

 
	
  

 	
 2.13.3. Prevention, Health and Safety

 
	
  

 	
  

 
	
  

 	
 2.13.4. Environmental Protection

 
	
  

 	
  

 
	
  

 	
 2.13.5. Adherence to high-rise building regulations

 












	
  

 	
  

 
	
 2.14. Insurance policies

 
	
  

 	
  

 
	
  

 	
 2.14.1. Lessor’s insurance policies

 
	
  

 	
  

 
	
  

 	
 2.14.2. Lessee’s insurance policies

 
	
  

 	
  

 
	
  

 	
 2.14.3. Additional insurance policies

 
	
  

 	
  

 
	
  

 	
 2.14.4. Payment of premiums

 
	
  

 	
  

 
	
  

 	
 2.14.5. Special clauses

 
	
  

 	
  

 
	
  

 	
 2.14.6. Obligations of the Lessee

 
	
  

 	
  

 
	
 2.15. Transfer - Sub-letting

 
	
  

 	
  

 
	
  

 	
 2.15.1. Transfer

 
	
  

 	
  

 
	
  

 	
 2.15.2. Sub-letting

 
	
  

 	
  

 
	
 2.16. Total or partial destruction of the premises

 
	
  

 	
  

 
	
  

 	
 2.16.1. Total destruction

 
	
  

 	
  

 
	
  

 	
 2.16.2. Partial destruction

 
	
  

 	
  

 
	
 2.17. Payment 

 
	
  

 	
  

 
	
  

 	
 2.17.1. Debit authorisations

 
	
  

 	
 2.17.2. Allocation of payments

 
	
  

 	
  

 
	
 2.18. Termination clause

 
	
  

 	
  

 
	
 2.19. Consequences of delayed payment

 
	
  

 	
  

 
	
  

 	
 2.19.1. Interest on arrears

 
	
  

 	
  

 
	
  

 	
 2.19.2. Penalty clause

 
	
  

 	
  

 
	
  

 	
 2.19.3. Other sanctions

 
	
  

 	
  

 
	
 2.20. Tax provisions

 
	
  

 
	
 2.21. Costs

 
	
  

 	
  

 
	
 2.22. Validity of contrary provisions, modifications and tolerance

 
	
  

 	
  

 
	
 2.23. Assignment of jurisdiction

 
	
  

 	
  

 
	
 2.24. Election of domicile

 









PREAMBLE


The Lessor is the owner of a
Building designated in article 1.1. of the special conditions. It is agreed for
the Lessor to hereby lease the premises described below in article 1.2. of the
special conditions to the Lessee, who hereby accepts, under a commercial lease.


This document, and any annexes
thereto, express the entire agreement of the parties in relation to this lease.


As such, the latter cancels and
replaces any other written or verbal agreements directly or indirectly relating
to it that may previously have been concluded between the Lessor and the Lessee
and which may concern the same premises.


1 - Special
Conditions


1.1. Description of
the building


	
  

 	
  

 
	
 - Address of the Building:  10
 BOULEVARD HAUSSMANN

 
	
  

 	
 75009 PARIS

 
	
  

 	
  

 
	
 - Consistency of the Building:

 	
 Office building

 



Hereinafter referred to as: “the Building”


1.2. Description of
the Let Premises


- Location in the Building: entirety
of the 3rd, 4th, 5th floors


- Offices:          1,688
m2 approximately broken down as follows:


- 598m2 on the 3rd floor


- 596m2 on the 4th floor


- 494m2 on the 5th floor


- Parking: 14 parking spaces on the
3rd basement floor broken down as follows:


              -
units: 9018 to 9023 and 9025 to 9034


Hereinafter referred to as: “the Let
Premises” in accordance with the plans appended below (Annex 1), share of the
communal areas included.










It is specified that any error in the
description does not constitute justification for a reduction or increase in
the rental fee as the parties refer to the consistency and to the schedule of
fixtures as these are drafted, the Lessee declaring that it is fully familiar
with them for having read and visited them and releases the Lessor from
describing them further as they are in the condition necessary for the use it
intends to make of them.


In this regard, it is specified that the
rental fee set below is a global rental fee for all the space combined.


1.3. Purpose of Let
Premises


The sole purpose of the Let Premises subject
of this lease is for use as offices pursuant to article 23.9 of the decree of
30 September 1953.


	
  

 	
  

 
	
 1.4. Term of lease

 	
  

 
	
 - Effective date of lease: 

 	
 15 July 2007

 
	
 - Expiry date of lease: 

 	
 14 July 2016

 
	
 - Date of availability: 

 	
 01 July 2007

 



Notwithstanding the provisions of article L.
145-4 paragraph 2 of the French Commercial Code, the Lessee waives its right to
give notice upon expiry of the first three-year period.


1.4.1 Exceptional right of withdrawal


Exceptionally and excluding any other date,
the Lessee shall be entitled to give notice upon expiry of the sixth and half
year of the lease, i.e. for 14 January 2014, subject to notice of 6 months
given by extra judicial act.


This lease is therefore concluded for a fixed
and minimum term of 6 and a half years, i.e. from 15 July 2007 to 14 January
2014.


This is an essential and determining
condition without which the Lessor would not have entered into this contract.


The Lessor also accepts the advance
availability of the premises for the period from 1 July 2007 to 14 July 2007 in
order to allow the Lessee to carry out technical studies and its own works
subject to having subscribed all the necessary insurance policies.


1.5. Annual rental fee
excluding tax and charges


This lease is granted and accepted in return
for a global annual rental fee for all the Let Premises, excluding taxes and
charges, of 1,087,200 Euros (one million eighty seven thousand two hundred
Euros), broken down as follows:


- Offices:
€1,055,000 excl. tax and charges (i.e. €625 excl. tax and charges X 1,688 m2)

- parking spaces: €32,200 excl.
tax and charges (i.e. €2,300 excl. tax and charges/unit X 14 units)


On an exceptional and commercial
basis and in return for the fixed term undertaking by the Lessee, the Lessor
grants the Lessee a rent-free period of 6 months from 15 July 2007 to 14 







January 2008 representing the sum of
€527,499.99 excl. tax and charges (five hundred thousand four hundred and
ninety nine Euros and ninety nine cents).


Date of first rental payment: 14 January
2008.


It is specified that the exemption will only
relate to the office rental fees, the Lessee being bound to its financial
obligations under the lease and namely to pay rental fees, parking spaces,
charges, taxes and related charges from the effective date of the lease.


1.6. Specific
financial provisions


	
  

 	
  

 	
  

 	
  

 
	
 - Lessee’s bank details:

 	
  

 
	
 Bank Code

 	
 Branch code

 	
 Account number Control key (clé RIB)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 - NAF code:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Siren No.

 	
 Siret No.

 	
 VAT Id No.

 	
  

 



1.7. Escalator clause


Base index (construction cost
index published by INSEE) for Q4 2006, i.e. 1,406


1.8. Security
deposit


Amount of original security
deposit: €325,078 (three hundred twenty five thousand seventy eight Euros)


1.9. Provisions for expenses


Original provision for expenses:
€31,650 excl. tax (thirty one thousand six hundred and fifty Euros excluding
tax) per quarter. This provision does not include property tax or office tax
which are payable in addition and which shall be borne by the Lessee.


1.10. Other
agreements


1.10.1. Sub-letting


Notwithstanding article 2.15.2
of the general terms and conditions of this lease, the Lessee may sub-let all
or part of the premises to any company part of the same group or which is
affiliated to it pursuant to article L-233-1 of the French Commercial Code.

This affiliation must be maintained throughout the period of sub-letting, which
may not exceed the remaining period of the lease, and the said sub-lets may
only take place with the express written consent of the Lessor.






Also, the Lessee may sub-let the
premises to any external companies during the fixed period of the lease, i.e.
from 15 July 2007 to 14 January 2014, to the exclusion of any other period.


The authorisation to sub-let is
only granted on the express condition that the sub-lessees of the Lessee submit
to the terms and conditions of the main lease and that they cannot hold any
enforceable right against the Lessor, the latter not intending to have any
legal relationship with them.


Any sub-lease must specify that
all the premises subject of the main lease form an indivisible whole in the
common intention of the parties.


In any case, the sub-leased space
may not exceed 50% (fifty percent) of the leased space.


It is recalled that any
sub-letting of the entire space is strictly forbidden.


Notwithstanding article L 145
paragraph 2 of the French Commercial Code, it is specified that upon expiry of
the main lease, the Lessor shall not be obliged to renew the sub-lease
contracts and the Lessee shall have to evict all sub-lessees itself.


Sub-lessees must be made aware
of all these provisions prior to the signature of any sub-lease contract at the
diligence of the Lessee and under its responsibility, and the Lessee undertakes
to impose compliance with these conditions on any sub-lessees.


For information, the Lessee must
provide the Lessor with a copy of each sub-lease instrument within fifteen days
of signature.


Any restoration works resulting
from any sub-lessees shall be borne exclusively by the Lessee, both upon their
installation and their departure.


Any transfer of the lease for
any reason or the termination of the lease shall ipso facto terminate the
sub-leases granted.


1.10.2. Participation of the
Lessor in Lessee’s fit-out works


The Lessor shall participate in
the fit-out of the premises to the amount of €100 excl. tax/m2, i.e. 168,000
Euros excl. tax (one hundred and sixty eight thousand Euros).


1.10.3. Intercompany
Restaurant


Notwithstanding article 2.10.3
of this lease, it is specified that the building does not have a restaurant as
of the date of signature of the lease.


1.10.4. Building by-laws


Notwithstanding article 2.3 of
this lease, it is specified that there are not internal building by-laws on the
date of signature. The mention Annex 3 “Internal Building By-laws” is therefore
abolished.


1.10.5. Article 606







Notwithstanding articles 2.10.2.3
“Maintenance”, 2.11.3 “Maintenance of Let Premises” of the General Terms and
Conditions of this lease, major repairs pursuant to article 606 of the French
Civil Code shall remain the exclusive responsibility of the Lessor.


1.10.6. Assumption of possession


In addition to article 2.9 of the general
terms and conditions, it is specified that the building is compliant with the
French Labour Code as of the date of signature of this document.


1.10.7. Outcome of embellishments,
improvements and fit-outs


Notwithstanding the provisions of paragraph 1
of article 2.12.2 “Outcome of embellishments, improvements and fit-outs” of the
General Terms and Conditions, the words “perfect condition” are replaced by the
words “good condition”.


1.10.8. Embellishment, improvement and
fit-out works


In addition to article 2.12.2, it is
specified that embellishment, improvement and fit-out works carried out by the
Lessee shall become the property of the Lessor at the end of the lease and
shall be left in good condition at the end of the lease, without compensation.


For specific cabling or partitioning works
carried out by the Lessee, the Lessor reserves the right to request that the
premises be returned to their initial condition, in whole or in part.


1.10.9. Natural and technological risk
status report


In accordance with articles L125-5 and
R125-23 to 27 of the French Environmental Code effective from 1 June 2006, the
Lessor shall provide the Lessee with the natural and technological risk status
report of the municipality in which the let premises are located (annex 2).


1.10.10. Energy Performance Certificate


The Energy Performance Certificate
(Diagnostique Performance Energétique) is being drafted on the date of
signature of this document. The Lessor undertakes the send the Lessee a copy of
the above document.


1.11.
Tax regime


V.A.T.







2- General
Terms and Conditions


2.1. Purpose


The Let Premises must be used in
accordance with the purpose provided for in article 1.3. of the Special
Conditions, to the exclusion of any other use.


2.2. Laws


This lease is governed by
articles L 145-1 to L 145-60 of the French Commercial Code, by the residual
provisions of the decree of 30 September 1953, as well as by articles 1713 and
following of the French Civil Code, not contrary to this document.


2.3. Building by-laws/Commonhold
by-laws


The Lessee undertakes to comply
with and have its employees, clients and suppliers comply with the provisions
of the building by-laws and/or commonhold by-laws, if there are any, as well as
all statutory or administrative provisions.


(Annex 3: internal building
by-laws)


The Lessor reserves the right to
make any modification to the internal building by-laws it deems justified by
the general interest of the occupants and tenants; these modifications and, if
applicable, those of any other applicable regulations, shall be binding on the
Lessee who shall acknowledge them.


If other regulations or
agreements exist which the Lessee must be made aware of so that it may comply
with them, these shall be defined in article 1.10. of the Special Conditions.


2.4. Administrative
authorisations 


The express authorisation of the
Lessor on the use of the offices does not imply any guarantee or diligence by
the latter that it will obtain administrative authorisations of any kind
necessary for the exercise of the Lessee’s business.


Consequently, the Lessee shall
be personally responsible for obtaining all the administrative authorisations
necessary for the exercise of its business in the Let Premises as well as for
paying all sums, fees, taxes and other duties related to the business exercised
in the let premises and to the use of the premises, namely in accordance with
the laws on office premises.


Notifications sent to the Lessor
which concern the Lessee by virtue of the above shall be sent to the latter by
registered mail, who shall be responsible for exercising any necessary
effective remedies in the name of the Lessor, but at its own cost and risk; the
exercise of such a remedy implies the express undertaking of the Lessee to
guarantee the Lessor against any judgement against it or any damage, whether
direct or indirect.







2.5. Duration


This lease is granted and
accepted for a duration of nine years.


Subject to any derogations of
article 1.4. of the Special Conditions, the Lessee may exercise its right to
terminate upon expiry of each three-year period subject to providing the Lessor
with notice of at least six months before the expiry date by extra judicial
act.


The Lessor shall only have the
same right if it intends to invoke the provisions of articles L 145-18, L
145-21 and L 145-24 of the French Commercial Code in order to build or rebuild
the existing building, to raise it or to carry out works prescribed or
authorised as part of a real estate restoration operation.


2.6. Rental fee


All the clauses concerning the
rental fee, the terms of indexation and the charges are considered by the
parties as essential conditions for their undertaking, without which they would
not have entered into this contract.


This lease is granted and
accepted in return for the principal annual rental fee stipulated in article
1.5. of the Special Conditions, which the Lessee undertakes to pay the Lessor
or its agent in advance on a quarterly basis on 1 January, 1 April, 1 July and
1 October of each year, and on the date indicated in article 1.5. of the
Special Conditions for the last time.


If the lease commences during a
calendar period, the first term shall be the period from the date of
commencement of this lease until the end of the said term.


2.7. Escalator clause


The rental fee stipulated in
article 1.5. of the special conditions shall be revised each year without prior
formality on the anniversary date of the commencement of the lease, in
accordance with the variation of the national construction cost index published
by INSEE.


For the first indexation, the
base index shall be the last index published as of the effective date of the
lease, as indicated in article 1.7. of the special conditions. The revision
index shall be the same index the following year. For the following
indexations, the base index shall be the preceding revision index and the
revision index of the same index of the following year.


Since the indexation clause is
not subordinate to any notification, the revision shall be applied by operation
of law; the fact that the rental fee has not immediately been adjusted does not
constitute forfeiture of the right of the parties to subsequently claim the
application of the index with retroactive effect.


In the event that the index
selected above for the indexation of the rental fee is no longer published for
any reasons, this indexation shall be made based on either the replacement
index or, if there is none, a new index selected by contract. If there is no
agreement on the choice of the new index to be adopted, the parties hereby
accept the decision of the expert designated by the President of the Tribunal
de Grande Instance which has territorial competence ruling in summary
proceedings.







The Lessor declares that the
escalation clause constitutes an essential and determining condition of its
will to enter into this contract, without which the lease would not have been
concluded.


2.8. Security deposit


In order to guarantee the
performance of this lease, the Lessee shall pay the Lessor, upon signature of
this document, a security deposit equivalent to the rental fees of three months
including all taxes as determined in article 1.8 of the Special Conditions.


This sum shall be retained by
the Lessor throughout the term of the lease until the final settlement of any
sum or compensation which the Lessee may owe the Lessor upon expiry of the
lease and upon its departure from the premises.


This sum shall not bear interest:
it shall be paid to the Lessor as collateral security in accordance with
articles 2071 of the French Civil Code and as a guarantee for the payment of
rental repairs, rental fees, charges, taxes, related charges and/or occupancy
charge that may be due by the Lessee under the lease and ensuing acts.


If the lease is terminated on
the grounds of non-performance of its conditions or for any cause attributable
to the Lessee, this security deposit shall be forfeited to the Lessor as
initial damages without prejudice to further damages.


It is agreed that in the event
of a variation in the rental fee, the sum paid as a security deposit shall have
to be increased or decreased in the same proportion in order to be aligned with
the new rental fee so that the security deposit remains equal to the rental
fees for three months including tax at all times.


Consequently, if the rental fee
is increased, the Lessee shall pay the supplement to the security deposit upon
payment of the first increased term, and if the rental fee is reduced, the
Lessor shall return the surplus sum to the Lessee at the same time.


Also, this being a claim against
the Lessor, it is inevitably connected to any claim arising hereunder which the
Lessor may assert against the Lessee.


As such, in the event of
court-ordered receivership or liquidation, the Lessor shall be entitled to
offset the security deposit against any sums that may be the subject of a
declaration of claim in its interest, without such compensation modifying the
nature of the claim or any benefits attached thereto.


If the ownership of the building
is transferred, the amount of the security deposit held by the Lessor shall be
transferred to the new owner upon simple notification to the Lessee of the
transfer of ownership. The Lessee expressly acknowledges and accepts this in
such a way that it may not request any reimbursement of the security deposit
from the current Lessor, any claim relating to the security deposit then being
held against the new owner.


If, for any reason, the security
deposit were to be used during the lease to settle any sums payable in rental
fees, occupancy charges, charges or related charges, the Lessee shall
immediately reconstitute the security deposit.


Otherwise, the lease may be
terminated under the conditions of article 2.19.


In no event may the Lessee
compensate the last terms of rental fees and charges with the security deposit.


This security deposit shall be
reimbursed to it within three months of the end of the lease or the return of
the premises if this occurs at a later time and following deduction of all sums
payable by the Lessee under this lease and once the Lessee has provided
evidence that it has transferred its business, has made the 







notifications it is required to
and has paid the contributions mentioned in article 2.11.5. herein.


The above provisions shall apply
if the Lessee remains in the Let Premises after the end of the lease for any
reason, including if the Lessee is entitled to remain in the Let Premises in
accordance with articles L 145-28 and following of the French Commercial Code.


2.9. Assumption of possession


If the Lessee refuses to assume
possession of the premises on the effective date of the lease as stipulated in
article 1.4 of the Special Conditions, the Lessor may:


- either take legal action
against the Lessee to have it legally established that the lease has become
fully effective and that the Lessee is bound to perform all the obligations,


- or consider the lease as null
and void and to immediately resume its free disposal of the premises in any way
it seems fit.


In this case, the Lessee shall
have to pay the Lessor compensation corresponding to rental fees for one year
based on a forfeit penalty clause. The security deposit and any sums already
paid by the Lessee shall be charged to the sums due by the latter in this
regard.


In the event that, with its
agreement, the premises are made available to the Lessee before the effective
date of the lease, the latter accepts to pay, in advance, a fee equal to the
contractual rental fee and rental charges proportional to the period between
the date on which the Let Premises are made available and the effective date of
the lease. In this case, the Lessee undertakes to subscribe the insurance
policies mentioned in article 2.14.2. of this lease from the time the Let
Premises are made available.


If the premises are made
available by the Lessor after the effective date of the lease, the Lessee shall
only owe rental fees and rental charges from the day on which the premises are
made available.


The Lessee acknowledges that it
has viewed and visited the Let Premises on this day in order to verify that
they correspond to the business it wants the exercise therein; consequently,
the Lessee accepts the premises in the condition in which they are found and
shall be responsible for obtaining administrative or safety authorisations that
may be necessary to exercise its business, at its sole cost.


The Lessee undertakes
responsibility for compliance of the premises and the installations therein
with the current and future regulations applicable to office use.


Finally, it also undertakes
responsible for all works, fit-out works and/or fittings that may be useful,
necessary or indispensable for its operations for any reason, either upon entry
on the premises or during this lease and its renewals.







2.10. Charges and utilities


2.10.1. General terms and conditions


The rental fee stipulated in article 1.5 of
the Special Conditions shall not include any charges for the Lessor.


The Lessee shall therefore reimburse the
share of the charges and utilities of the building corresponding to its
premises.


Building charges are all the expenses
incurred by the Lessor or the commonhold association if there is one, or any
management body, and which are related to the operation and ownership of the
building.


The Lessee shall directly subscribe to
contracts with the relevant utility companies concerning private, electricity,
heating, telephony, etc... supply or consumption.


If individual meters are installed, the
Lessee shall reimburse its share corresponding to the meter readings in
addition to the general or communal expenses, as well as the costs of rental,
maintenance and readings.


The Lessee may, on appointment during office
hours, view evidence of the expenses and distribution accounts held by the
Lessor, but it is formally agreed that, without prejudice to its rights and
remedies, the Lessee may not defer, in whole or in part, the settlement of its
receipt and related charges on the grounds of disagreement on the amount of its
charges.


The Lessor reserves the right:


- to modify the distribution of charges,
namely in the event of a change in the use of the installations, a removal or
new installation, and in the event of a modification of the premises or the
laws,

- to install sub-meters.


Any modification to the internal by-laws
relating to the distribution of charges in the building shall be binding on the
Lessee who undertakes to comply with them.


Unless provided for otherwise in the internal
by-laws, no charges will be distributed for the parking spaces included in this
lease. These charges shall be included in the general charges distributed
proportionally to the share assigned to each unit.


2.10.2. List of charges and utilities


The charges and utilities which the Lessee must
reimburse are those listed below. It is specified that this list is provided
for information only and consequently does not constitute an exhaustive list of
the Lessee’s obligations for the reimbursement of charges nor does it
constitute an obligation for the Lessor to provide the services specified
below.


2.10.2.1. Electricity


Electricity expenses for private areas and/or
communal areas of the building, as well as the replacement of light bulbs and
lighting tubes in the communal areas, the maintenance of timers and electrical
installations.


Expenses relative to mandatory inspections of
electrical installations.







2.10.2.2. Lifts


- Fees for maintenance contracts
for lifts and freight elevators,

- Subscription, operation, periodical maintenance, minor repair and supply
costs necessary for the proper functioning,

- Electricity costs (lighting and motor),

- Replacement of installations that cannot be repaired.


2.10.2.3. Maintenance


All maintenance and repair costs of the
building and fittings, namely:


	
  

 
	
 - Maintenance costs, carpet cleaning,
 removal and refitting as well as security and insurance costs.

 
	
 - Costs of purchasing maintenance products
 for the communal areas of the building,

 
	
 - Operating, equipment, periodical
 maintenance, minor repair costs,

 
	
 - Costs of maintaining fire prevention and
 emergency equipment,

 
	
 - Costs of rodent control, disinfection and
 disinfestation of communal areas,

 
	
 -Fees for maintenance and supply contracts
 necessary for the proper functioning of technical installations,

 
	
 -Costs of maintaining green areas,

 
	
 -Costs of maintaining façade cleaning
 platform,

 
	
 -Costs of maintaining parking doors and
 gates,

 
	
 -Maintenance and repairs of any kind,
 including expenses of renovating and/or repairing exterior façades as
 required by the authorities, including the major repairs provided for in
 article 606 of the French Civil Code,

 
	
 - Telemonitoring of the building’s
 installations, if applicable, 

 
	
 - And the replacement of what cannot be
 repaired.

 



2.10.2.4. Water


- Consumption of communal and/or
private areas, sanitation tax, costs and associated taxes, - Rental,
maintenance and reading costs for meters,

- Costs of maintaining plumbing fixtures.


2.10.2.5. Staff


	
  

 
	
 - Labour costs, salaries, social security
 and fiscal charges for the staff responsible for tasks relating to services
 or utilities, the recovery of which is provided for under this contract, 

 
	
 - If applicable, the salary, costs and
 charges for the hostess providing reception services, fully distributed in
 proportion with the shares assigned to each unit,

 
	
 - Labour costs, salaries, social security
 charges for staff required for the maintenance and cleanliness of the communal and
 sanitation areas, as well as all back-up or temporary staff,

 
	
 - Telephone switchboard service and all
 other telecommunications installations, if applicable,

 
	
 - The costs of labour, salaries, social
 security charges of security staff for communal areas of the
 building, if applicable.

 








2.10.2.6. Heating, air conditioning


The costs of heating and air
conditioning, if applicable, of fuel, electricity, full operating maintenance
costs, repairs as well as the salaries, social security charges of staff
responsible for maintenance and repairs. All expenses required for the heating
of private and/or communal areas of the building. The expenses related to the
replacement of what cannot be repaired.


2.10.2.7. Special charges 


- Management fees,

- Owner’s insurance premiums.


2.10.3. Restaurant


If the Building has a staff
restaurant, a Tenant’s Association shall be established with the purpose of
providing the administrative and financial management of the intercompany
restaurant (hereinafter the “Association”).


It is mandatory for the tenants
of the building to be members of the Association and their membership shall
persist for as long as they are tenants. 


The operation of the
Intercompany Restaurant established by the Lessor shall constitute an
imperative organisational framework in the relationship between the Lessor and
each tenant of the Building, to which the Association may not make any
derogation or modification without the prior and express consent of the Lessor.


This organisation revolves
around the following points:


. The Association shall entrust
the operation of the Intercompany Restaurant to a mass catering professional,
which shall initially have been selected by the Lessor, to whom it shall
provide the restaurant premises, the kitchen and its fittings;


. The supply, maintenance and
renewal of the restaurant furniture, the crockery, the equipment and kitchen utensils
is the responsibility of the tenants;


. The maintenance, compliance
and cost of renewing all the fittings is the responsibility of the tenants;


. Financing for the renewal for
these fittings shall be provided by a method of “collected on behalf” by the
caterer on behalf of the tenants, and paid by it to the Lessor or its agent.


In order to ensure the legal
effectiveness of the above stipulations vis-a-vis the caterer, the Association
shall ask the Lessor to intervene in the catering contract.


In the event that this financing
system is terminated for any reason, the expenses for the renewal of the said
fittings will be invoiced directly to the Lessee in proportion to the space
leased.


The above provisions shall
continue to apply if the Lessee remains in the Let Premises after the end of
the lease for any reason and in particular if the Lessee is entitled to remain
in the Let Premises in accordance with articles L 145-28 and following of the
French Commercial Code.






The Lessee undertakes to fulfil
and comply with the said general organisational rules subject to the
termination clause of this lease.


2.10.4 Provisions for charges


Each quarter, the Lessee shall
pay, with the rental fee, a provision for charges stipulated in article 1.9. of
the Special Conditions, while the Lessor reserves the right to revise the said
provision in the event of a new expense not included in the previous financial
year or in the event of a variation in prices or a variation in the consumption
occurring during the year.


The annual settlement shall be
made according to the nature of the actual expenses using the various
distribution keys to which the Lessee acknowledges its adherence without
reservation.


2.11. Obligations of the Lessee


During this lease, the parties
shall be subject to the obligations arising from the law and standard
practices, as well as those arising from this lease.


2.11.1. Usage of Let Premises


The Lessee undertakes:


- To use the Let Premises solely
for the use defined in article 1.3. of the Special Conditions.

- To maintain the Let Premises in constant condition of personal, effective and
normal operation. 


2.11.2. Inventory of fixtures upon entry


The Lessee undertakes:


- to accept the premises in the
condition in which they are found upon assumption of possession. To this end,
an inventory of fixture shall be drafted in the presence of both parties, at
the cost of the Lessee, at the time of assumption of possession of the
premises. The Lessor may not be asked to make any repairs, restorations,
compliance works other than those that may be mentioned in article 1.10.1. of
the special conditions


2.11.3. Maintenance of Let Premises


The Lessee undertakes:


 - To keep the Let Premises in perfect condition of repair and
maintenance of any kind throughout the term of the lease, and to return the
premises as such upon expiry of the lease, to the sole exception of major
repairs pursuant to article 606 of the French Civil Code which shall be carried
out by the Lessor at the costs of the Lessee.


- To keep the electrical, mechanical
and other installations that are part of the let premises in perfect condition
of repair, function and safety.







- To immediately inform the Lessor or its
agent in writing of any repair, wear or degradation that occurs in the Let
Premises even if no apparent damage results from this as soon as it becomes
aware of this, subject to being personally obliged to pay the Lessor the amount
of direct or indirect prejudice resulting from this damage or from the delay in
declaring this to insurers,


- To only assign firms approved by the Lessor
with the intervention on the Let Premises for telephony and the IT network
installed by the Lessee,


- To inform the Lessor of the installation of
the IT equipment and its power to modify the air conditioning installation
settings. Adjustment, calibration and modification works made necessary by this
installation shall be the responsibility of the Lessee,


2.11.4. Conditions of possession and use


The Lessee undertakes:


- To comply with any internal rules that may
have been established,


- Not to be able to do
anything that may disturb the possession and use of neighbouring tenants,


- To fulfil all the
specifications of the municipality, the police and to comply with all
administrative, health and other regulations,


- To comply with the laws,
regulations and administrative provisions for the exercise of its business
activity, namely regulations concerning equipment,


- Not to be able to install any
noisy equipment in the Let Premises.


- Not to install any illuminated
sign or other sign without the prior express authorisation of the Lessor; the
Lessee shall have to comply with applicable regulations, undertake the
maintenance of these signs and bear all associated taxes, if applicable, obtain
the necessary administrative authorisations, without recourse against the
Lessor, it shall have to uninstall all signs installed and repair any damage
occurring upon the installation and/or uninstallation of the said signs at the
end of its period of possession and prior to its effective departure.


- Not to undertake any
installation concerning the exterior appearance of the Building without the
express prior authorisation of the Lessor (such as blinds, awnings, canopies,
verandas, plates or any projecting object, etc...) and subject to the Lessee
obtaining all the necessary authorisations.


- Not to store anything and not
to park in the traffic lanes and communal areas or the traffic lanes leading to
them,


- Not to apply loads of more
than 250 kg/m2 on the floors,


- To comply with the rules
prescribed by the Lessor as concerns deliveries of supplies and equipment.







2.11.5.
Taxes and duties


The Lessee undertakes:


- To directly pay its personal
property contributions, rental tax, business tax and any other taxes for which
the Lessor is responsible for the Lessee on any basis. It shall have to provide
evidence of this prior to returning the Let Premises.


The Lessee shall also reimburse
the Lessor its share, including communal areas, of any duties and taxes payable
by the Lessor and in particular municipal taxes (waste disposal, street
sweeping tax, sanitation fees), property tax, the annual tax on office
premises, as well as any duties and taxes that may subsequently be added to or
replace, in such a way that the rental fee is net of any taxes for Lessor.


Generally, it shall reimburse
the Lessor its share of any new tax or fee, whether municipal, regional,
national or European, that may be created and which concern the Let Premises
and/or the Building, to pay any contribution, costs and charges that may result
from the location of the Building.


Taxes and duties normally payable
by the Lessor but which, under the terms of this lease, are the responsibility
of the Lessee, shall be the subject of an additional invoice, payable
immediately, upon receipt of the corresponding tax notices by the Lessor.


Unless provided for otherwise in
article 1.11 of the Special Conditions, this lease is subject to VAT which the
Lessee must pay at the applicable rate on the date of each payment, in addition
to the rental fee, charges and all related charges.


It is recalled that VAT is
payable on property tax, on office tax and on the insurance premiums of the
Building.


The Lessee shall also pay any
tax that may replace or be added to the said VAT.


If, for any reason, the Building
is no longer subject to VAT, the registration duties, contributions to rental
revenues or other taxes applicable at that time will be borne by the Lessee.


2.11.6.
Liability and recourse


The Lessee declares that it
waives all recourse against the Lessor and its insurer for liability:


- In the event of theft or
wrongful acts of which the Lessee may be a victim in the let premises or
outbuildings of the Building, as the Lessor does not assume any obligation to
monitor,


- In the event of an
interruption in utility supplies, namely water, electricity, heating or air
conditioning, except in the case of persistent failures by the Lessor following
formal notice without response,


- In the event of modification
or withdrawal of security, telemonitoring, hostess and switchboard services, if
applicable, and generally of the service of all staff providing communal
services in the Building,





- In the event of damage caused to the let
premises and to objects or merchandise located there following leaks,
infiltrations, dampness, rising water or other circumstances, except duly
determined construction defects, as the Lessee must be insured against risks
without recourse against the Lessor,


- In the event of an act incurring the
liability of the other tenants, their staff, suppliers or clients, as well as
any third parties,


- In the event of an interruption in the
distribution of fluids or interruption of the associated installations in the
said Building for any reason, except in the case of persistent failures by the
Lessor following formal notice without response,


- For all disasters affecting artworks and
valuables, as well as IT equipment.


The Lessor must be insured against all these
risks without recourse against the Lessor. It undertakes to obtain an identical
waiver by its insurers.


2.11.7. General use
of private and communal areas 


The Lessee expressly undertakes to comply
with the clauses and stipulations of this lease, as well as the recommendations
of the Lessor in view of assuring normal use of the Let Premises and without,
of course, prejudice to the recognised rights of the Lessee under this lease
and its ensuing acts and to have its staff, all persons for whom it is
responsible or with whom it does business (suppliers, etc.) comply with them.


The Lessor may, if it deems necessary,
prohibit access to all or part of the communal areas, establish restrictions or
take any measures to this end, such as temporarily closing all or part of the
communal areas if it deems it necessary, carrying out additional construction,
repairs, changes or modifications, while allowing the Lessee to use and/or
access the Let Premises as normal.


The Lessor reserves the right, in general, to
make any changes or modifications to the communal areas at its own cost during
the term of the lease and its renewals, without being required to obtain the
approval of the Lessee, who waives the right to invoked the provisions of
article 1723 of the French Civil Code; it may also make any decisions
concerning their use, while allowing the Lessee normal use and access to the
Let Premises.


2.11.8.
Guarantee


The Lessee undertakes to keep the Let
Premises constantly furnished with items of sufficient value to meet the
payment of rental fees and related charges at any time, as well as the
performance of the clauses and obligations arising from this lease.


2.11.9.
Visit to Let Premises


The Lessee undertakes, subject to the
visiting rights provided for above, to allow any person in possession of
authorisation of the Lessor or acting for it to visit the Let Premises on
working days, excluding Saturday, from 9 am to 1 pm and 2 pm to 6 pm, in the
event that the Lessor wishes to sell the Building.


Also, to allow visits to the Let Premises at
the same times on working days by any person likely to lease the said Let
Premises from the day on which the Lessee or the Lessor terminates the lease.





The Lessor and/or its
technicians and agents may access the Building on condition that they inform
the Lessee at least three working days in advance, except in emergencies.


	
  

 
	
 2.12 Repairs –
 Improvements

 



2.12.1. – Alteration work payable by the
Lessee


The Lessee undertakes to carry out all alteration
    works necessary for the Lessee to use the Rented Premises within three months
    from the date on which he takes possession of the premises.


In any event, these works must have the prior express approval of the
Lessor and must be carried out at the risks and expense of the Lessee, in
compliance with the security standards in force and the development plans that
have been authorised by the Lessor and the competent Authorities.


In particular, these works must be supervised by an
    architect or decorator who is covered by third-party and professional insurance
and who is up to date with its due premium payments.


To ensure the homogeneity and unity of responsibilities, the Lessee
should, where these works concern the shell of the building, plumbing or
electricity before the meter, necessarily resort to the companies that are
contractually bound to the Lessor. The Lessor shall not be involved in any
contracts between the Lessee and any of these companies.


The Lessee is already prohibited from using any components containing
asbestos and/or other materials that are prohibited for carrying out these
alterations and fittings and is obliged to give proof of this to the Lessor
upon first request.


Should the materials implemented by the Lessee be prohibited by
legislation and/or the regulations in force or should they contain asbestos
and/or prohibited components, the Lessor may require that the Lessee at any
time and in particular at the expiry of this agreement, and exclusively at the
risks and expense of the Lessee, carry out the destruction and/or removal of
the illegal material.


The Lessee undertakes to insure the Lessor against any injury, loss or
damage to any person or thing which is directly or indirectly caused by these
works or materials.


In the event of non-compliance with the obtained authorisations,
    the necessary additional or modification work must be completed by the Lessee
within a period of one month from the notification made by the Lessor or its
     representative to the Lessee.


As for partitioning, the Lessee will carry out the
    partitioning work that is necessary for its establishment at its own cost
    and liability.


He shall submit a partitioning plan and a description to the Lessor to
obtain the prior express agreement of the latter.


The Lessee may not, in the rented premises, make any distribution
changes, drill in the wall or the vault, or do any building without the prior
express authorisation of the Lessor.


Should authorisation be granted, the works will also be carried out
under the supervision of the Lessor’s architect. The Lessee will bear the fees
thereof under the conditions provided above.





2.12.2 Improvements, alterations and
developments


Any improvement, alteration and development work whatsoever, in
particular cabling or partitioning work, carried out by the Lessee shall become
the property of the Lessor at the end of the lease and shall be left in perfect
condition at the end of renting, without compensation, as long as the Lessor
prefers not to request the return of the premises, in full or part, in their
original condition.


The Lessee shall in this case be held to repair the damage caused by
the removal of these alterations.


By “end of the lease” within the meaning of the paragraph above, it
should be understood to be the date on which the lease shall effectively
terminate even if it is before the contractual lease termination date, whatever
the cause of the early termination of the lease may be (acquisition of the
cancellation clause to the benefit of the Lessor, legal termination even at the
fault of the Lessor, expropriation, loss of the rented item, etc.), it being
the wish of the parties that the property ownership takes place automatically
at whichever time and for whichever reason the lease comes to an end.


2.13.3. Repairs 


The Lessee undertakes:


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 By derogation from
 Article 1724 of the Civil Code, the Lessee shall enable the repairs which
 shall become necessary during the term of this lease, without any
 compensation, or reduction in rent, even though these works would last more
 than 40 days, however on the conditions that they are performed without
 interruption, except for an event of force majeure and that they do not
 obstruct free access to the Rented Premises.

 
	
  

 	
 b)

 	
 Similarly, to
 enable the works that will be performed on the public highway or in the
 neighbouring buildings even though it would cause an obstruction in the
 enjoyment of the Rented Premises and except for recourse against the
 Administration, the contractor or the neighbouring landowners, if any,
 without recourse against the Lessor.

 



2.12.4. Inventory of fixtures upon exit


The Lessee undertakes, at the end of enjoyment, to return to the Lessor
the Rented Premises in perfect condition of repair and maintenance in the
conditions provided for in Articles 2.11 and 2.12 of the General Conditions, as
well as all the keys, swipe cards, etc. pertaining to the Rented Premises.


To this effect, at the latest on the expiry date of the lease, an
inventory of fixtures will be drawn up in the presence of both parties and at
the expense of the Lessee upon ordinary notification, for the Rented Premises.
This will contain a statement of the repairs to be made by and incumbent upon
the Lessee, if any.


Should the Lessee not be present at the date and time set for taking
the inventory, it will be drawn up by a bailiff who will ask the parties to
attend, the fees remaining payable by the Lessee. The inventory drawn up by the
bailiff will have contradictory value.


If the inventory shows that the Lessee is required to carry out
maintenance, repair or restoration work, the Lessor shall have a period of one
month from this inventory to draw up a description of the necessary restoration
work. This description must be accompanied by a quotation and a time estimate for
completion (hereinafter the “Restoration File”).


If the Lessee accepts the presented Restoration File, he will have to
pay the resulting costs to the Lessor who will then take care of these works.
Failure to reply will be considered acceptance.





If the Lessee does not agree with the Restoration
    File and so notifies the Lessor through a registered letter with acknowledgement
    of receipt within fifteen days of receiving the notification sent to the
    Lessee, the amount of the necessary restoration work will be legally assessed,
    with the competence being attributed, as needed, to the judge in chambers
    to appoint any expert for this purpose.


In this case, the Lessee will have to pay occupational
    rent equal to two times the last rent paid and its incidentals, calculated
    on a pro rata basis for the time required to carry out the repairs incumbent
    upon the Lessee as per the inventory.



	
  

 
	
 2.13. Prevention,
 Health and Safety

 



2.13.1. Lessee’s Commitments


The Lessee undertakes to adhere to and have all its
     employees, clients and suppliers adhere to all the rules relating to prevention,
    health and safety. In particular, he undertakes to adhere to the rules applicable
to the works carried out in an establishment by an external company.


He must draw up an annual report on the safety of the Rented Premises,
by a Technical Control Bureau, implement the recommendations of the latter and
provide proof thereof to the Lessor.


If the Lessor brings external companies into the Rented Premises or the
common areas accessible by the Lessee, the Lessor will communicate to the
Lessee, before any appearance, the contact details of the participating company
so that the Lessee may determine, in cooperation with these companies and the
Lessor, the prevention measures and, if necessary, the prevention plan.


2.13.2. Works carried out by the Lessee


In the event that the Lessee should undertake work
    in compliance with Article 2.12 of the General Conditions, the Lessee should
    perform these by adhering to the Prevention, Health and Safety rules, in
    such a way that the Lessor or its representative will never have cause for
concern or be held liable for any reason whatsoever.


These works must not have any effect on the safety of the building or
its common areas. Failing this, the Lessee alone will assume full civil and
criminal liability thereof. 


2.13.3. Prevention, health and safety


The Lessor and its representative attach very specific
    importance to the adherence of the Prevention, Health and Safety rules. This
    article as a whole makes up an essential and key condition without which
they would not have entered into the agreement.


Generally, the Lessee will be solely responsible for the safety of
tenants, visitors and users in the building without recourse against the Lessor
and undertakes to take all the necessary steps to insure the latter and
generally to adhere to all the applicable regulations in this regard and to
comply with any order from the Administrative Authority.


In this regard, he undertakes to take all useful provisions and/or to
carry out all necessary fittings, works and development and in particular that
which can be prescribed by the administrative authority or by the
APSAI-authorised body pursuant to Article 2.14.6.





He must in particular carry out all the works that
    could be necessary for its business activity, its actual occupation and the
change in regulations over the course of the lease as well as its renewals.


He is prohibited from exceeding the maximum workforce authorised by the
applicable regulations and its changes.


2.13.4. Environmental Protection


The Lessee acknowledges that he has received the asbestos technical
file mentioned in the decree of 13 September 2001 and the subsequent texts.


For the performance of the works, both at the beginning and during the
lease, the Lessee undertakes to adhere to all the standards and regulations in
force regarding environmental protection and not to use any material that is
likely to pose a danger to the safety of the tenants of the Rented Premises.


If the materials that he used should become prohibited under a new
provision, he shall deal with all the resulting consequences: research,
diagnosis, removal or other, even though these works or alterations in the
meantime became the property of the Lessor, without any recourse against the
Lessor.


He is bound to carry out the inspection and verification
    and works which could be prescribed by the current or future regulations
    regarding environmental protection and waives any recourse against the Lessor
    for damage and prevention of enjoyment that is likely to arise therefrom.
    The Lessee in this regards waives its right to assert the provisions of Article
1721 of the Civil Code.


If the Lessee’s equipment and installations should come under the
regulations on classified installations, the Lessee is bound to make the
declarations or obtain the necessary authorisation and to comply with all the
requirements that could result therefrom, over the course of the lease and its
possible renewals as well as on the occasion of returning the Rented Premises.


2.13.5. High-rise building (IGH) regulations


If the building is subject to IGH regulations, the
    Lessee undertakes to adhere to and have all its employees, clients, visitors
    and suppliers adhere to the regulations arising from this and to provide
proof thereof to the Lessor.


In particular, he is bound to, without this list being exhaustive:


	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 submit its
 development plans to the department of the competent authority before any
 alterations and to obtain its approval,

 
	
  

 	
 -

 	
 adopt the lock
 system imposed for the entire building, even inside the Rented Premises,

 
	
  

 	
 -

 	
 refrain from
 cluttering the common areas of the building, in any manner whatsoever, as
 well as the lift service area,

 
	
  

 	
 -

 	
 submit, within the
 statutory deadlines, all the material stored in the Rented Premises to the
 inspections imposed by regulations, in particular regarding fire resistance
 and, should these inspections show that any of these materials are
 non-compliant, to remove it immediately,

 
	
  

 	
 -

 	
 carry out the
 evacuation operations within the statutory deadlines,

 
	
  

 	
 -

 	
 accept any
 requests formulated by the safety committee as part of its statutory visits.

 









Generally, he is bound to monitor the changes in regulations,
    to comply therewith at any time and to take the necessary measures to ensure
the safety of visitors and users of the Rented Premises as well as its personnel.


	
  

 
	
 2.14. Insurance

 



The immoveable and moveable property must be insured with a reputable
insurance company in the following way:


2.14.1. Lessor’s Insurance


The Lessor has taken out:


	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 one or more
 insurance policies insuring against material damages that could affect the
 immoveable and/or moveable property of which he is the owner against the
 following main risks:

 






	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 fire, explosion

 
	
  

 	
 -

 	
 electrical damage

 
	
  

 	
 -

 	
 water damage

 
	
  

 	
 -

 	
 attacks

 
	
  

 	
 -

 	
 storms

 
	
  

 	
 -

 	
 broken windows

 
	
  

 	
 -

 	
 recourse to
 neighbours and third parties

 
	
  

 	
 -

 	
 acts of terrorism.

 






	
  

 	
  

 	
  

 
	
  

 	
 This list of risks
 is purely an example and the Lessor reserves the option of modifying the
 insurance agreement(s) as he sees fit.

 
	
  

 	
  

 
	
  

 	
 The assets are insured
 at their value for restoration to new excluding taxes.

 






	
  

 	
 -

 	
 a civil liability insurance policy with a view to cover damages caused to third parties.

 
	
  

 	
 -

 	
 Rent loss
 insurance restricted to two years of rent and incidentals.

 



In addition, the Lessor may take out any other insurance policy which
he deems useful or necessary.


2.14.2. Lessee’s Insurance


The Lessee shall take out insurance against all the
risks provided for below and from the insurance consultant of its choice:


	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 the furniture,
 moveable objects, stored equipment as well as all fittings and improvements
 carried out at its costs in the premises he occupies,

 
	
  

 	
 -

 	
 his civil
 liability toward third parties, due to its business activity, its equipment
 and merchandise, its personnel,

 
	
  

 	
 -

 	
 damages following
 riots and public demonstrations,

 
	
  

 	
 -

 	
 loss of enjoyment,

 
	
  

 	
 -

 	
 loss of operation
 restricted to two years of renting.

 









The guarantee shall extend to recourse to neighbours and third parties.


2.14.3. Additional insurance


It is expressly agreed that the Lessor may, at any time during the term
of the lease, take out insurance himself or request that the Lessee takes out
any other insurance which could reasonably appear necessary to complement the
guarantees mentioned above.


2.14.4. Payment of premiums


The Lessee shall be responsible for the payment of
    its share of the premiums pertaining to the policies taken out by the Lessor,
    on a pro rata basis of the surface occupied by him. He shall also be responsible
    for the payment, in full, of all the policy premiums that he is held to take
    out by virtue of the provisions above, as well as the additional premiums,
following the waivers to recourse specified above.


2.14.5. Specific clauses


The specific clauses below must be reproduced in the insurance
policies:


2.14.5.1. Notification


The Lessee’s insurance policies must provide that their termination can
only be effective 15 days after notification by the Lessee’s insurers to the
Lessor.


2.14.5.2. Mutual waiver to recourse


In the event of loss covered by the guarantees above,
    the Lessor as well as its insurers waive any recourse which they will be
    entitled to exercise in the event of loss against the Lessee and its insurers.


Mutually, the Lessee as well as its insurers waive
    any recourse against the Lessor, its personnel, its representatives and its
     insurers under the same conditions.


The insurance agreements must mention the insurers’ waiver.


2.14.6. Lessee’s Obligations


In view of insuring the performance of the stipulations
    above, the Lessee must send a certified copy of its insurance policies to
    the Lessor as soon as he takes possession of the premises. For the duration
    of the lease, he must present proof of the validity of the contracts upon
    any requisition by the Lessor.


If the significance of the Lessee’s equipment,
    in value or in quality and/or their nature should lead to additional premiums
    or insurance premium increases, either for the Lessor, or its co-tenants,
    or the neighbours, the Lessee shall be held all at the same time to compensate
    the Lessor for the amount of the additional premium or increase paid by the
    latter and in all cases to insure the Lessor against any claims from the
    other tenants or neighbours.


Failure by the Lessee to take out, renew or pay the premiums of the
policies above, the Lessor reserves the right to carry this out himself and to
claim repayment from the Lessee for the premiums thus paid.





In the event of loss, the Lessee must declare any loss, however big it
may be, to the insurers on the one hand, and to the Lessor at the same time on
the other hand, even if no apparent damage results therefrom, as soon as he
becomes aware of it and no later than 5 days.


The Lessee will furnish the premises with fire fighting means, in
particular fire extinguishers, with equipment approved by the Plenary Assembly
of Companies Insuring against Fire and the installations must be compliant with
the rules of the said Assembly.


The Lessee shall be held to have its installations,
    in particular electrical installations, verified by an approved body and
    in the three months that follow to make modifications to these as requested
by the verifier body.


Upon taking out the policy and/or during the lease, the Lessee
undertakes to communicate to the Lessor all the elements that are likely to
aggravate the risk and to modify the rate of the premium applicable to the
rented premises. The Lessee will be held to leave free access to the premises
to the Lessor’s insurers in order to allow the proper assessment of the risks
to be covered.


In the event of a loss, if a proportional rule is applied to the
compensation that the Lessor must receive, due to the non-observance by the
Lessee of the conventions above, the latter will be held to compensate the
Lessor to the amount of the proportional rule applied due to this
non-observance.


	
  

 
	
 2.15. Transfer –
 Subletting

 



2.15.1. Transfer


The Lessee may only transfer or give its right to
    this lease to the purchaser of its entire business or its company and for
    the sole use of business offices. 


The Lessee will remain the guarantor, jointly and
    severally with its transferee and any successive transferees or successors,
    for the payment of the rent and payments that have become or will become
due and for the performance of the conditions of this lease.


These transfers take place within the framework of Article L 145-15 of
the Code of Commerce, which should be done by notarial deed or by a private
agreement. The Lessor shall be called to contribute thereto through registered
letter with acknowledgement of receipt, at least 15 days before the signature date.


An original of the transfer deed will be sent to the
    Lessor free of charge, to serve as security for the transferee.


This obligation shall be imposed for all the successive transfers and
these conditions shall apply in the event of a merger or partial asset transfer
as part of the legal provisions governing commercial property and Article
L 236-22 of the Code of Commerce.


In the event where this lease should be the subject of registrations,
mortgages or privileges, the Lessor must be informed thereof through an
extrajudicial document by the beneficiary(ies) of the said registrations, no
later than 15 days from the registration with the Registry of the Commercial
Court.






2.15.2. Subletting


The Lessee may not sublet.


In addition, any domiciliation by a third party in
    the Rented Premises is formally prohibited and the Lessee must perform its
activities in the Rented Premises personally.


	
  

 
	
 2.16 Total or
 partial destruction of the premises

 



2.16.1. Total destruction


If the premises are completely destroyed, for any reason whatsoever,
this lease will be automatically terminated without compensation.


2.16.2. Partial destruction


If the premises are only partially destroyed, for any reason
whatsoever, it is agreed that:


	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 if the Lessee
 should suffer serious difficulties in its business and the repair,
 restoration, reconstruction or replacement work of the damaged, deteriorated
 or destroyed sections should last more than two years according to the
 Lessor’s architect, the Lessee and the Lessor may terminate this lease
 simply through sending a registered letter with acknowledgement of receipt,
 without compensation, for one or the other, all within 30 days from the letter
 of notification from the Lessor’s architect.

 
	
  

 	
 -

 	
 If, conversely,
 the partial destruction of the premises would not lead to serious
 difficulties in the Lessee’s business and if the duration of the repair,
 restoration, reconstruction or replacement work should be less than two years
 according to the Lessor’s architect, as in the case where neither the Lessee
 nor the Lessor would request the termination of this lease by virtue of the
 clause above, the Lessor shall undertake the repair, restoration,
 reconstruction or replacement work of the damaged, deteriorated or destroyed
 sections by alone retaining the right for compensation for these repairs,
 restorations or replacement, both from its Insurance Company and, if
 applicable, the Lessee’s Insurance Company.

 



Due to the loss of enjoyment resulting from the partial destruction of
the premises and the above-mentioned works, the Lessee will have the right to
reduced rent calculated in relation to the duration of the loss of enjoyment
and the proportion of this loss in relation to the Rented Premises.


The above-mentioned reduction in rent will be calculated according to
the chosen expert by mutual agreement between the parties or, failing that,
appointed by the President of the Court of First Instance who shall decide in
summary proceedings.


In this case, the Lessee already waives any recourse towards the
Lessor, regarding both the loss of enjoyment as well as the possible reduction
in rent, fixed as set out above.


In the different cases above, the Lessor will retains
    its rights, if any, against the Lessee if the destruction, whether total
    or partial, can be attributed to the Lessee.









	
  

 
	
 2.17. Payment

 



2.17.1. Permission for debit order


The Lessor shall have a standing order from the bank account mentioned
in Article 1.6 of the specific conditions for the rent as well as the flat rate
calls for the operating expenses of the building.


For this purpose, the Lessor shall send a rent invoice to the Lessee
just before each due date.


The Lessee will irrevocably authorise the Lessor to take these payments
and undertakes to ensure that there are sufficient funds in this account from
the due date of the amount until it has been finally paid.


The Lessee is bound to inform the Lessor of any changes
    to its bank accounts and, if applicable, to transfer the standing order permission
to a new account, should be previous account no longer exist.


2.17.2. Allocation of payments


The allocation of payments made by the Lessee will be done by the
Lessor in the following order:


	
  

 	
  

 	
  

 
	
  

 	
 -

 	
 recovery procedure
 fees,

 
	
  

 	
 -

 	
 damages,

 
	
  

 	
 -

 	
 interest,

 
	
  

 	
 -

 	
 security deposit
 and readjustment of security deposit,

 
	
  

 	
 -

 	
 reserves on the
 charges and adjustment,

 
	
  

 	
 -

 	
 rent debt and/or
 occupation compensation: regarding this item, the allocation will be made
 according to priority by the Lessor on the amounts that were not part of the
 recovery procedure.

 



Within each of these items, priority will be given to secondary or
adjoining premises, by preference to the main premises.


	
  

 
	
 2.18. Cancellation
 clause

 






	
  

 
	
 Failing to make a
 payment on its settlement date or at its normal due date, of any amount
 payable by virtue of this lease and in particular the rent and its
 incidentals, such as expenses, cost for legal proceedings, interests, rent
 reminders or charges following a conventional or legal modification of their
 amount or any other occupational rent payable by the tenant who holds a right
 to remain in the premises and one month after an order to pay made in person
 at the elected domicile in this document, as in the event of non-performance
 of one of the rental conditions and thirty days after an order to comply with
 this in the same conditions remains without response, this rental will be
 automatically terminated, if the leasing company sees fit, without it being
 necessary to formulate a legal order and if, in this case, the tenant refuses
 to leave the premises, it will suffice to force the latter to do so through
 an ordinary interim order given by the President of the Court of First
 Instance of the place where the building is located, to record the incurred
 termination and order the tenant’s eviction. Should the Lessee remain in the
 Rented Premises after the end of the lease, the latter shall be liable for
 occupational rent calculated at double the last payable rent.

 
	
 All fees and
 costs, whether taxable or not, for bailiffs, solicitors or barristers should
 be settled in the same way as the rent and charges in the month during which
 notification was made specifying their amount to the Lessee who has to pay
 these.

 









In the event of a court-ordered termination, the amount payable as a
security deposit will remain acquired by the leasing Company as compensation
without prejudice to any costs and damages. This clause cannot be given up by
subsequent offers to pay or to comply with the rental conditions.


	
  

 
	
 2.19. Consequences
 of late payment

 



2.19.1 Late payment interest


Any amount not settled by the Lessee more than 8 days after they become
due shall bear interest from the date on which they become payable until the
actual date of payment, without formal notification being necessary. This
interest will be equal to the legal interest rate applicable to the year in
question plus 5 points. The interest pertaining to every month which has
started shall be due in full.


The Lessee is informed that the Lessor shall send
an invoice 20 days before each due date.


2.19.2. Penalty clause


Furthermore, the Lessee should in addition to the amounts due to the
Lessor under the penalty clause, pay an amount equal to 10% of the amounts for
collection, even though he has not been given a single order.


The Lessee shall also have to pay any litigation costs
    resulting from its delay and in the case of legal proceedings he must compensate
    the Lessor, in addition to costs, for the lawyer or other fees which the
Lessor will have had to bear.


The same will apply when the Lessee will benefit from the grace period by
virtue of Article 1244 of the Civil Code.


2.19.3. Other penalties


In the event of non-observation by the Lessee of all
    or part of the obligations for which he is responsible, the Lessor will have
    the option, 30 days after ordinary notification through registered letter
    with acknowledgement of receipt which remains unanswered, to have the necessary
    obligation performed by any company of its choice at the costs and risks
    of the Lessee. The costs of this operation shall automatically be added to
    the next due date. The notice to pay on the following due date will be increased
automatically by the amount including taxes of the cost of this operation.


In the case of an emergency or for breaches by the Lessee relative to
prevention, health and safety, the Lessor may immediately intervene without
adherence to the 30 day timeframe stipulated above.


If the Lessee had to remain in the Rented Premises after the expiry of
the lease or its possible renewals, for any reason whatsoever, he will be held
to pay occupational rent calculated at double the last payable rent.


	
  

 
	
 2.20. Tax
 provisions

 



Should the Lessor elect that its rent and allowances
    be liable to Value Added Tax, the Lessee shall be exempt from paying the
    annual registration fee received on the rental amount, in compliance with
Article 208 of the General Tax Code.


The rent shall thus automatically be liable to Value Added Tax at the
rate in force when it becomes due.





If, however, for any reason whatsoever (amendment
    to Legislation, non-renewal by the Lessor of its option for liability to
    VAT, etc.) this rental shall be liable to the registration fee and the Lessee
should automatically bear the repayment thereof.


Should the rent be subject to the annual registration
    fee, the Lessor reserves to possibility of opting at any time for the liability
of its rent to VAT at the rate in force?


	
  

 
	
 2.21. Costs

 



All costs, duties and fees from this document and all those which will
result or arise from it, without any exception or reserve shall be borne by the
Lessee who is bound by this.


	
  

 
	
 2.22. Validity of
 clause to the contrary, modifications and tolerance

 



In the event that the provisions of a clause appearing in these general
conditions turns out to be in contradiction to the provisions of the
corresponding clause appearing in the specific conditions, only the latter
shall be considered valid.


Any modification to this document may only be done in writing. This
modification may in no event be inferred from the Lessor’s passivity, even from
single tolerances, whatever their frequency or duration may be, the Lessor
always remains free to require the strict application of the clauses and
stipulations that were not expressly modified.


	
  

 
	
 2.23 Allocation of
 competence

 



For the enforcement of this lease and its consequences, the parties,
through mutual agreement, allocate competence to the courts where the building
is situated, notwithstanding the plurality of respondents or any claims for
contributions from third parties.


	
  

 
	
 2.24. Election of
 domicile

 



For the enforcement of this document and its consequences, the parties
elect their domicile at the head offices of the companies that they represent
respectively.


Signed in PARIS, on [handwritten: 3 July 2007]
In [handwritten: 2] copies

[Signature]


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE LESSOR

 	
  

 	
 THE
 LESSEE

 
	
  

 	
  

 
	
 Appendices:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Map of Rented
 Premises

 	
  

 	
 [Signature]

 
	
 2.

 	
 State of natural
 and technological risks

 	
  

 	
  

 
	
 3.

 	
 Summary Asbestos
 Technical File (DTA)

 	
  

 	
  

 













[Floor Plan]






[Floor Plan]






[Floor Plan]









	
  

 	
  

 
	
 Site No. PG40026 – 10, bd
 Haussmann

 	
 Summary sheet version t-01
 01/08/2006

 
	
 9/11
 rue Le Peletier 75009 PARIS

 	
 Asbestos
 technical file

 
	
 All premises

 	
  

 






	
  

 
	
 SUMMARY SHEET

 
	
  “Asbestos” technical file

 
	
 (according to appendix 3 of the decree of
 22 August 2002)

 






	
  

 	
  

 
	
 Description

 	
 10,
 bd Haussmann

 
	
  

 	
  

 
	
  

 	
 9/11
 rue Le Peletier

 
	
  

 	
 75009 PARIS

 
	
  

 	
  

 
	
 Section involved:

 	
 All premises

 
	
  

 	
  

 
	
 Owner:

 	
 VENDOME PARIS

 
	
  

 	
  

 
	
 Preamble

 






	
  

 	
  

 	
  

 
	
 This summary sheet
 meets the obligations promulgated by Articles R1334-14 to R1334-29 of the
 Public Health Code.

 
	
 It involves the
 premises indicated above and it is updated with each modification to the
 asbestos technical file.

 
	
 It is intended for
 the tenants, companies or any other persons who are likely to operate
 directly or closely with material containing asbestos.

 
	
 It contains:

 
	
  

 	
 -

 	
 the history of
 operations,

 
	
  

 	
 -

 	
 the list of materials
 containing asbestos, their location and their state of preservation,

 
	
  

 	
 -

 	
 the general safety
 instructions adapted to the site.

 
	
 This summary sheet
 constitutes the asbestos condition mentioned in Article L.1334-7 of the
 Public Health Code to be provided, in particular, no later than the date of
 any sales or purchase agreement during a real estate transaction.

 
	
  

 	
  

 	
  

 
	
 Making the document available

 
	
 The owner shall
 make the asbestos technical file available by appointment with:

 
	
 Your usual contact
 person Altys Gestion

 
	
 Axe Etoile building

 
	
 105 rue des Trois Fontanots

 
	
 92022 Nanterre
 Cedex

 
	
 Tel: 01 55 69 42
 00 or the extension of your contact person.

 
	
  

 
	
 Summary sheet modification tracking

 






	
  

 	
  

 	
  

 
	
 Date

 	
 Reason for modification

 	
 Version

 
	
 01/08/2006

 	
 Creation following the drawing up of the
 DTA of 01/08/2006

 	
 1-01

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 


Copyright Provexi SAS – www.provexi.fr


Page 1/4









	
  

 	
  

 
	
 Site No. PG40026 – 10, bd
 Haussmann

 	
 Summary sheet version t-01
 01/08/2006

 
	
 9/11 rue Le Peletier 75009 PARIS

 	
 Asbestos technical file

 
	
 All premises

 	
  

 






	
  

 
	
 History of “asbestos” operations

 
	
  

 
	
 The table below
 lists the compulsory operations promulgated by Articles R1334-14 to R1334-29
 of the Public Health Code. In particular the nature of the operations, the
 specific areas involved in these as well as the names of the participating
 companies are indicated.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date

 	
  

 	
 Event

 	
 Area involved

 	
 Company

 
	
 05/07/2006

 	
  

 	
 Locating material
 and products containing asbestos in view of drawing up the “asbestos”
 technical file

 	
 All premises

 	
 Manexi

 
	
  

 	
  

 	
 Comments:

 	
  

 	
  

 
	
  

 	
  

 	
 -

 	
 Regulatory reference: Articles R. 1334-26
 of the Public Health Code

 
	
  

 	
  

 	
 -

 	
 Location programme: Appendix 13.9 of the
 Public Health Code

 
	
  

 	
  

 	
 -

 	
 Investigation method: NF X46-020 standard

 
	
  

 	
  

 	
 -

 	
 Event specification: From 2004 to 2006 the
 building underwent heavy restructuring. [...]

 
	
  

 	
  

 	
 Prior to these works, “pre-works” location
 of materials and products containing asbestos was carried out by the firm
 FAVREAU. All the material picked out as containing asbestos by the Firm
 FAVREAU was removed by the company PECTEL.

 
	
  

 	
  

 	
 -

 	
 Result: no materials containing asbestos
 detected

 
	
  

 	
  

 	
 -

 	
 Measures recommended by the location
 operator: none

 
	
  

 	
  

 	
 Premises not visited and reason for lack of
 visit: none

 






	
  

 
	
 List of materials and products containing
 asbestos, specific location and state of preservation

 



The lists below are drawn up on the observation contained in the
investigations reports made on the date on which this sheet was updated:
investigation methods, categories of material located, inaccessible areas or
materials, etc.


List of flocking,
insulating and false ceilings containing asbestos


No asbestos detected


Other materials
containing asbestos


No asbestos detected


	
  

 
	
 Glossary

 
	
 MCA: Material containing
 asbestos

 
	
 Notes 1, 2, 3: statutory notes obtained
 according to the evaluation grid defined by the decree of 7 February 1996
 relating to the evaluation methods of the state of preservation of the
 flocking and insulating containing asbestos and by the decree of 15 July 1998
 relating to the evaluation methods of the state of preservation of false
 ceilings.

 
	
 NC: Not communicated.

 


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Page 2/4







	
  

 	
  

 
	
 Site No. PG40026 –
 10, bd Haussmann

 	
 Summary sheet
 version t-01 01/08/2006

 
	
 9/11 rue Le
 Peletier 75009 PARIS

 	
 Asbestos technical
 file

 
	
 All premises

 	
  

 






	
  

 
	
 GENERAL SAFETY INSTRUCTIONS

 
	
  “Asbestos” technical file

 
	
 (according to appendix 2 following the decree of 22 August 2002)

 






	
  

 	
  

 	
  

 
	
 Preamble

 
	
 The safety instructions are aimed
 at the tenants and persons called in to operate directly or closely with
 materials or products containing asbestos. 

 
	
 This document gives information
 on the precautions to be taken and the way to behave with a view to limiting
 the risk of exposure to asbestos.

 
	
 These safety instructions are
 part of a risk management approach promulgated by the current regulations. It
 makes up an integral part of the Asbestos Technical File (DTA).

 
	
  

 
	
 Information on the asbestos risk

 
	
 Breathing in asbestos fibres is
 dangerous to your health. Inhaling these fibres causes serious pathologies
 (including lung cancer and pleura).

 
	
 Materials containing asbestos can
 release asbestos fibres during abnormal use or in operations that challenge
 the integrity of the material (for example through piercing, sanding,
 cutting, friction, etc.). These situations can then lead to significant
 exposure if reinforced protection measures are not taken.

 
	
 Materials containing asbestos are
 classified into two categories according to the risks they pose:

 
	
  

 	
 -

 	
 Flaky materials: materials
 which can, when deteriorating, spontaneously release asbestos fibres into the
 atmosphere. This mainly involves flocking, insulating and certain types of
 false ceilings.

 
	
  

 	
 -

 	
 Non-flaky materials: hard and
 semi-hard materials (woodwork slabs, asbestos-cement, floor slabs, rubbish
 chutes, etc.) which do not spontaneously release asbestos fibres unless they
 are sawn, cut, pierced or sanded; or when they have deteriorated a lot and
 the environment contributes to releasing fibres (impact, vibrations, air
 currents, etc.).

 
	
 As a tenant or intervening party,
 you may come into direct contact with materials containing asbestos. Your
 behaviour might have an immediate impact on the risk of inhalation of
 asbestos fibres for you or those around you. It is essential to avoid these
 situations by strictly adhering to the safety instructions.

 






	
  

 
	
   If these safety instructions are not adhered to, the
 offender will be held directly liable

 






	
  

 	
  

 	
  

 
	
 Instructions aimed at tenants

 
	
 Locating the asbestos risk on the site

 
	
 All the information on the
 asbestos risk is listed in the summary sheet of the Asbestos Technical Files.
 You will find updated information in here.

 
	
  

 
	
 Prevention

 
	
  

 	
 -

 	
 Any operation that will challenge
 the integrity of the material is prohibited: handling products containing
 asbestos, sanding, cutting, friction, etc.

 
	
  

 	
 -

 	
 Any operation near the material
 that may cause the spontaneous release of fibres into the atmosphere is prohibited
 (impact, vibrations, etc.).

 
	
  

 	
  

 	
  

 
	
 Vigilance

 
	
 You must pay attention to
 possible changes in the state of preservation of these materials. If you
 notice a well-known change in the state of preservation of a material
 containing asbestos, in its close environment or if the current use of the
 premises has an effect on this risk, you must contact the person in charge of
 the asbestos technical file who can be reached at the address indicated in
 the preamble of the summary sheet.

 
	
  

 
	
 In the event of an incident

 
	
 In the event of accidental
 dispersion of asbestos fibres:

 
	
  

 	
 -

 	
 Prohibit all persons from
 accessing the area

 
	
  

 	
 -

 	
 Confine the potentially
 contaminated area without taking risks

 
	
  

 	
 -

 	
 Contact the person in charge of
 the asbestos technical file

 



Specific provisions

None


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 Site No. PG40026 –
 10, bd Haussmann

 	
 Summary sheet
 version t-01 01/08/2006

 
	
 9/11 rue Le
 Peletier 75009 PARIS

 	
 Asbestos technical
 file

 
	
 All premises

 	
  

 






	
  

 	
  

 	
  

 
	
 Instructions in the event of works on or near
 materials containing asbestos

 
	
 When works are planned, the
 general safety instructions do in no way replace the existing statutory
 obligations regarding risk prevention for workers.

 
	
 The reinforce measures are set by
 the regulations relative to the protection of workers against risks related
 to the inhalation of asbestos dust (decree 96-98 amended).

 
	
 Generally, your business activity
 is subject to the obligations promulgated by Article L. 230-2 of the Labour
 Code:

 
	
  

 	
 -

 	
 Obligation for the employer to
 ensure the health and safety of workers (I of Article L.230-2)

 
	
  

 	
 -

 	
 Implementation of general
 professional risk prevention principles (II of Article L. 230-2)

 
	
  

 	
 -

 	
 Obligation to evaluate the risks
 (III of Article L. 230-2).

 
	
 If, after the completion of the
 works, you notice a well-known change in the state of the material containing
 asbestos or its close environment, you must indicate this to the person in
 charge of the asbestos technical file who can be reached at the address
 indicated in the preamble of the summary sheet.

 
	
  

 
	
 Specific provisions

 
	
 Any work project which is likely
 to affect the material containing asbestos must be the subject of a prior
 request to the owner or its representative, and must be carried out in
 adherence to the specific technical clauses applicable locally, if any.

 
	
 It is compulsory to supply all
 documents relative to the works concerning the materials or products
 containing asbestos to the owner or its representative with a view to meeting
 the provisions of Article R1334-26 of the Public Health Code; the book of
 documents for properly monitoring the file includes, if applicable:

 
	
  

 	
 -

 	
 The removal plan

 
	
  

 	
 -

 	
 The slips for taking care of and
 transferring waste with identification of the recipient

 
	
  

 	
 -

 	
 Final certificates for taking
 care of and eliminating waste

 
	
  

 	
 -

 	
 Visual inspection reports and
 discharge measures for returning the premises.

 
	
  

 	
  

 	
  

 
	
 Asbestos waste management

 
	
 Waste storage on site

 
	
 Only materials where the asbestos
 is strongly bound (such as asbestos-cement or floor slabs, for example) can
 be temporarily stored on the worksite. The storage site must be converted to
 prevent fibres from floating off and migrating. No persons other than the
 personnel of the company carrying out the work should be allowed access to
 the site.

 
	
  

 
	
 Waste elimination

 
	
 Materials where the asbestos is
 strongly bound (such as asbestos-cement, floor slabs, valves and fire
 dampers) must be eliminated, either by storage facilities for domestic and
 related waste or in rubbish dumps for inert waste provided with, in both
 cases, specific cells for waste containing bound asbestos. This waste is
 packaged in air-tight bags, intermediate bulk containers (GRV) or in
 film-wrapped pallets.

 
	
 Materials with a high risk of
 releasing asbestos fibres (such as flocking, insulating and asbestos
 cardboard) and deteriorated materials must be eliminated in a storage
 facility for dangerous waste or be vitrified. This waste is packaged in
 air-tight sealed double bags. In both cases, the owner or its representative
 shall fill in the field which is meant for him in the monitoring slip for
 asbestos waste (BSDA, CERFA no. 11861*01). He will receive the original slip
 completed by the other participants (company performing the works,
 transporter, operator of the storage facility or the vitrification site).

 
	
  

 
	
 Elimination of related waste

 
	
 Waste other than material waste,
 such as protection equipment, material waste (filters for example) and waste
 resulting from cleaning are eliminated according to the same procedure as
 that described for the material with a high risk of releasing asbestos
 fibres.

 
	
  

 
	
 For more information

 
	
 For more information on the
 statutory system regarding the protection of the population against the risks
 related to asbestos in constructed buildings, you can consult the website of
 the ministry of health: www.sante.gouv.fr.

 


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[Logo: Ministry of Ecology and Sustainable Development]


	
  

 
	
 State of natural and technological risks

 
	
 in application of articles L. 125-5 and R 125-26 of the Environmental
 Code

 





	
  

 	
  

 	
  

 	
  

 
	
 1. This state of risks is drawn up on the basis of
 the information made available by prefectural decree

 
	
  

 	
 no. 2006-45-1

 	
 of 14 February 2006

 	
 updated on

 
	
  

 	
  

 	
  

 	
  

 
	
   Location of the immoveable asset (built or not)

 
	
 2. Address commune post code

 
	
 10, boulevard Haussmann – 75008 Paris

 





	
  

 	
  

 	
  

 
	
 3. Location of the building in relation to one or
 more foreseeable natural risk prevention maps [PPPn]

 
	
 The building is located within
 the perimeter of a PPPn prescribed

 	
 yes

 	
 no

 
	
 The building is located within
 the perimeter of a PPPn applied by anticipation

 	
 yes

 	
 no

 
	
 The building is located within
 the perimeter of a PPPn approved

 	
 yes

 	
 no X

 





	
  

 	
  

 	
  

 	
  

 
	
 The natural risks taken into
 account are:

 
	
  

 	
 Flooding

 	
 Torrential floods

 	
 Rise in water table

 
	
  

 	
 Avalanche

 	
 Landslide

 	
 Drought

 
	
  

 	
 Earthquake

 	
 Cyclone

 	
 Volcano

 
	
  

 	
 Forest fire

 	
 Other

 	
  

 






	
  

 	
  

 	
  

 
	
 4. Location of the building in relation to a
 technological risk prevention map (PPPt]

 
	
 The building is located within
 the perimeter of a PPPt approved

 	
 yes

 	
 no X

 
	
 The building is located within
 the perimeter of a PPPt prescribed*

 	
 yes

 	
 no X

 
	
 *The technological risks taken
 into account are:

 	
  

 	
  

 





	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Thermal effect

 	
 Effect of overpressure

 	
 Toxic effect

 
	
  

 	
  

 	
  

 	
  

 
	
 5. Location of the building in relation to statutory
 zoning to take into account seismic activity

 
	
 in application of Decree 91-461
 of 14 May 1991 relative to the prevention of seismic risks, amended by Decree
 no. 2000-892 of 13 September 2000

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 The building is located in a
 seismic commune

 	
 zone Ia

 	
 Ib

 	
 II

 	
 III

 	
 0 X

 





	
  

 
	
   Attachments

 
	
 6. Rental

 
	
 extracts from the documents or
 reference files allowing the rental of the building regarding the risks taken
 into account

 
	
 Statutory perimeter of quarry and
 anteludian gypsum areas

 
	
 Statutory zoning map of the PPRI
 [Flood Prevention Map] of Paris

 






	
  

 
	
   Vendor/Lessor – Purchaser/Tenant

 




	
  

 	
  

 
	
 7. Vendor – Lessor Surname name

 	
 SCI
 Vendôme Paris

 
	
 cross out inapplicable

 
	
 8. Purchaser – Tenant Surname
 name Société COTY

 
	
 cross out inapplicable

 




	
  

 	
  

 	
  

 
	
 9. Date

 	
 in Nanterre

 	
 on 19/06/2007

 


This state of natural and technological risks if based on
the information made available by the prefect of the department. If these are not
adhered to, the purchaser or tenant may terminate the agreement or seek the
judge for a reduction in the price [V of Article 125-5 of the Environmental
Code]









	
  

 	
  

 	
  

 
	
  

 	
 [Illegible]

 
	
  

 	
 ... COMPLETION, THE SALES AGREEMENT
 OR THE DOCUMENT PERFORMING OR RECORDING THE SALE OF A REAL ESTATE ASSET,
 WHETHER BUILT OR NOT.

 
	
  

 	
  

 
	
  

 	
 Who are involved?

 
	
  

 	
 In the terms of Articles L. 125-5 and R 125-23 to 27
 of the Environmental Code, the purchasers or tenants of the immoveable asset,
 of any nature, must be informed by the vendor or the lessor, whether or not
 he is a building professional, of the existence of risks to which this asset
 is exposed.

 
	
  

 	
 A state of risks, based on the information forwarded
 by the Prefect of the department or mayor of the commune where the asset is
 located, must be attached to all types of written rental agreements, sales
 reservations and the future state of completion, the sales agreement or the
 document performing or recording the sale of a real estate asset, whether
 built or not.

 
	
  

 	
 What is the scope of
 application of this obligation?

 
	
  

 	
 This obligation to inform applies in all the
 communes, a list of which is decreed by the Prefect of the department, for
 immoveable assets, whether built or not, located:

 
	
  

 	
 1. in the risk exposure perimeter
 demarcated by a technological risk prevention map which has been approved by
 the Prefect;

 
	
  

 	
 2. in an area exposed to risks
 demarcated by a foreseeable natural risk prevention map approved by the
 Prefect or of which certain provisions have been rendered immediately binding
 in application of the environmental code (Article L. 562-2).

 
	
  

 	
 3. in the perimeter which has
 been studied as part of drawing up a technological risk prevention map or a
 foreseeable natural risk prevention map prescribed by the Prefect;

 
	
  

 	
 4. in an area with seismic
 activity Ia, Ib, II or III mentioned in Article 4 of the decree of 14 May
 1992.

 
	
  

 	
 NB: The term immoveable asset
 applies to any individual or collective construction, on any terrain, plot or
 group of adjacent plots belonging to a same owner or joint possession.

 
	
  

 	
 Where can the reference
 documents be consulted?

 
	
  

 	
 - For each commune concerned, the
 prefect of the department decrees:

 
	
  

 	
  

 	
 - the list of foreseeable natural
 risks and technological risks to be taken into account;

 
	
  

 	
  

 	
 - the list of document to which
 the vendor or the lessor can refer.

 
	
  

 	
 - The prefectural decree
 containing an appendix, for each commune concerned:

 
	
  

 	
 1. of one or more extract of
 document allowing to demarcate the area of the commune exposed to the risks
 in question;

 
	
  

 	
 2. a sheet allowing to specify
 the nature, and as far as possible, the intensity of the risks in each of the
 area and perimeters demarcated by the natural or technological risk
 prevention map and in the seismic areas Ia, Ib, II or III.

 
	
  

 	
 - The prefect sends a copy of the
 decree to the major of each of the communes involved and to the departmental
 chamber of the notaries.

 
	
  

 	
 - A publication notice of the
 decree is inserted into the newspaper distributed in the department.

 
	
  

 	
 - The decrees are updated:

 
	
  

 	
  

 	
 - when a prefectural decree comes
 into force which immediately makes certain provisions of a foreseeable
 natural risk prevention map binding or approving a foreseeable natural risk
 prevention map or a technological risk prevention map, or approving the
 review of one of these maps;

 
	
  

 	
  

 	
 - when new information if brought
 to the knowledge of the prefect allowing the modification of the assessment
 of the seismic area, the nature and intensity of the risks to which all or
 part of the commune is exposed as set out in these maps.

 
	
  

 	
 - The documents mentioned above
 can be consulted at the town hall of the communes involved as well as at the
 prefecture and sub-prefectures of the department where the asset which is put
 up for sale or lease is located. Some of them may be consulted directly on
 the internet on the website of the prefecture of the department.

 
	
  

 	
 Who draws up the state of
 risks?

 
	
  

 	
 - The state of risks is directly
 drawn up by the vendor or the lessor, if applicable with the help of a
 professional who intervenes in the sale or the rental of the asset.

 
	
  

 	
 - This state must be drawn up at
 least six months before entering into any type of written rental agreements,
 sales reservations and the future state of completion, the sales agreement or
 the document performing or recording the sale of a real estate asset to which
 it is connected.

 
	
  

 	
 - It is valid for the full term
 of the agreement and its renewal, if any. In the event of subletting, it is
 supplied to each signatory as soon as he first enters the premises. If
 applicable, it is updated in the event of staggered entry of the sub-tenants.

 
	
  

 	
 What information must it
 contain?

 
	
  

 	
 - The state of risks mentions the
 seismic activity and natural or technological risks taken into account in the
 prevention map(s) and to which the asset is exposed. This state is
 accompanied by extracts from the reference documents which allow locating the
 assets in relation to these risks.

 
	
  

 	
 How is the state of risks
 completed?

 
	
  

 	
 It suffices to report the
 information contained in the prefectural decree and in the reference
 documents: location in relation to the prevention map(s), nature of the risks
 incurred and seismic area.

 
	
  

 	
 Within what timeframe is the
 obligation applicable?

 
	
  

 	
 The state of risks is due as of
 the first date of the fourth month following the publication of the
 prefectural decree in the collection of administrative documents at the
 department and in any case as of 1 June 2006.

 
	
  

 	
 Obligation to inform of
 damage following a natural or technological disaster

 
	
  

 	
 In the event that a commune has
 been the subject of one or more reconnaissance decrees of the state of
 natural or technological disasters, and if the asset has been the subject of
 specific compensation, an appendix should be attached to the agreement giving
 a declaration of the known compensated loss(es). There is not a specific form
 for this declaration.

 
	
  

 	
 The preservation of the state
 of risks

 
	
  

 	
 The vendor or the lessor must
 keep a copy of the state of risks, dated and signed by the purchaser or the
 tenant, to be able to prove that it has been returned upon signature of the
 sales agreement or lease of which it is a part.

 
	
  

 	
 For more information, go to www.prim.net

 
	
  

 	
 Ministry of ecology and
 sustainable development – 20, avenue de Ségur 75012 PARIS – standard 01 42 19
 20 21 – www.ecologie.gouv.fr

 











[Statutory Zoning Map]







[Statutory perimeter of quarry
        and anteludian gypsum areas image]