Exhibit 10.1(k)  UMOWE ZAREJESTROWANO W Sauer  Danfoss Sp. z o.o.  RU/067/08 dnia 25.08.2008  LEASE  
  DATED 16thMay., 2008  BY AND BETWEEN  PG PL 1 SP. Z O.O.  and  SAUER  DANFOSS SP.Z O.O.  OF PREMISES IN WAREHOUSE BUILDING  PANATTONI PARK WROCLAW


THIS
LEASE is made on 16thMay, 2008 in Warsaw,  BY
AND BETWEEN  (1)PG PL 1 Sp. z
o.o., with its registered office in Warsaw, ul. Emilii Plater 53, 00-113,
Warsaw, registered under KRS number 0000268547, maintained by the District
Court in Warsaw, represented by the Management Board in the person of Robert
Dobrzycki ( the Landlord ),  (2)SAUER-DANFOSS
Sp. z o.o., with its registered office in Wroclaw, ul. Metalowcow 31, 54-156
Wroclaw, registered under KRS number 0000015311, maintained by the District
Court in Wroclaw, represented by the Management Board in the person of Mr. Finn
Visgaard (the Tenant),  WHEREBY IT IS AGREED as follows:  1.DEFINITIONS  For
the purpose of this Lease Contract, unless the context requires otherwise, the
words and expressions mentioned below shall mean as follows:  Building  Warehouse
building, in the development known as Panattoni Park Wroclaw containing the
Unit, representing a part of the Development, located in Bielany Wroclawskie
(Marked on the plan constituting in Schedule 4) and the plot on which the
Building is located, entered in the Land and Mortgage Register No.KW
WR1K/00164388/0, maintained by the District Court for Wroclaw.  CommencementDate  19
February, 2009 subject to the delivery of the Production and Warehouse Premises
and Office Premises and parent guarantee in accordance with this Agreement as
well as subject to meeting the deadlines indicated in Schedule 5 provided that
if these deadlines are not met than consequences indicated in Schedule 5 shall
apply.  Common
Areas  Any
areas of the Development (including the Building) which are not used
exclusively by the tenant.  Development  The
land in Bielany Wroclawskie and any buildings, structures or other facilities
on that land and anything attached to such buildings or structures constituting
in total the development known as Panattoni Park Wroclaw.  Expiry
Date  The
date on which this Lease expires or terminates.  Lease  This
agreement and any schedules, attachments and annexes hereto.  Loading
Area  The
loading area marked on the Plans in Schedule 4.  Office
Premises  The
Office Premises described in Schedule 1 and shown in Schedule 4 (excluding
parking spaces), on the ground floor and the first floor as indicated in clause
2.2 below.  2


Parking
Spaces  The
parking spaces marked on the Plans in Schedule 4.  Plans  The plans attached as Schedule 4 hereto.  Productionand WarehousePremises  The
Production and Warehouse Premises described in Schedule 1 and shown in Schedule
4 hereto (excluding parking spaces), on the ground floor.  Rent  The rent specified in Schedule 2 hereto.  RentableArea  The
area that is designated or may be designated for a lease on an exclusive basis
to a tenant in the Building or in the Development.  Service
Charges  The
service charges specified in Schedule 2 hereto.  Services  The
services specified in Schedule 3 hereto.  Tenants
Percentage  Tenants
Percentage per Building and/or Tenants Percentage per Development as the case
may be.  Tenants
Percentage per Building  The
area of the Unit expressed as a percentage of the total Rentable Area in the
Building, calculated using the following formula:  (RAU * 100%)/RAB = TPB %  Where: RAB
 the total Rentable Area of the Building at any time RAU
 the Rentable Area of the Unit, TPB
 the Tenants Percentage per Budding,  Tenants
Percentage per Development  The
area of the Unit expressed as a percentage of the total Rentable Area in the
Development, calculated using the following formula:  (RAB * 100%)/RAD = TPD %  Where: RAD
 the total Rentable Area of the Development at any time RAB
 the Rentable Area of the Building TPD
 the Tenants Percentage per Development  Taxes  The taxes on the ownership, use or occupation of real estate, or taxes
on the value of any improvements made to the Unit and/or the Development, which
are payable in relation to the Unit and or the  3


Development
during the Lease Term (but excluding any interest or penalties) as well as any
cost which may be charged by the authorities to the Building and or Development
as a whole. For the avoidance of doubt, it is hereby confirmed that the term Taxes
does not include, for the purposes of this Lease, any taxes imposed on the
Landlord in relation to its income or profits. In the event that the Landlord
obtains an exemption in whole or in part of real estate tax in connection with
the Tenants activities in the Unit, the Tenant shall be released from the duty
to reimburse the Taxes to the Landlord up to the amount of the exemption
received by the Landlord.  Unit  The
Production and Warehouse Premises and Office Premises located in the building,
which are both the subject of the Lease. (Marked on the plan constituting
Schedule 4 hereto)  UnitEquipment  Technical
equipment connected to the Unit.  2.SUBJECT
OF LEASE  2.1The Landlord
hereby leases to the Tenant the Unit consisting of the Production and Warehouse
Premisesand the Office Premises as described in Schedule 1 and shown in Schedule
4 hereto. The Tenant accepts the Unit consisting of the Production and
Warehouse Premises and the Office Premises along with the rights specified in Part II
of Schedule 1 and Schedule 7, subject to the provisions of Part III of the
Schedule mentioned above. In addition, the Landlord hereby leases 150 parking
spaces and loading area located at the front of the Unit to the Tenant, for its
use. The fee for the use of parking spaces and the loading area is included in
the Rent.  2.2The Parties
agree that for the purpose of calculating the Rent and the Services Charges,
the Rentable Areaof the Production and Warehouse Premises shall
be 18 750. sq.m. and the Rentable Area of the Office Premises shall be 2154.
sq.m., whereby 1271 sq.m., of the Office Premises will be located on the ground
floor and 883 sq. m. of the Office Premises will be located on the first floor
of the Building. Premises shall be remeasured at Commencement Date.  2.3The Parties
agree that the Unit is leased to the Tenant for the purpose of general
warehousing andmanufacturing, in the Production and Warehouse
Premises and office activities in the Office Premises in accordance with this
Lease and binding provisions of Polish law. Any change in the use of the Unit
by the Tenant shall require the Landlords prior written consent.  2.4The Tenant shall
have the right to extend this Lease in two stages for additional space of
approximately11000 sq. m. adjacent to the Unit (marked on
the Plans attached in Schedule 4) on the same terms and conditions . The
commencement date of lease of the first stage, consisting of 5500 sq. m.
directly adjacent to the Unit shall fall not earlier than on the third and not
later than on the fourth anniversary of the Commencement Date. The commencement
date of the of the lease of the second stage, consisting of 5500 sq. m.
directly adjacent to the first step shall fall not earlier than on the third
and not later than on the seventh anniversary of the Commencement Date. The
Landlord shall indicate the commencement date for first and second stage within
12 months from the Commencement Date The Tenant must give the Landlord a
written notice delivered at least twelve months prior the commencement date
indicated by the Landlord, if it wishes to exercise the right to one or both
stages. If the Landlord fails to deliver the notice indicating the commencement
date in due time, the Tenant may indicate the commencement date in its notice
delivered at least 12 months before the commencement date. The Parties shall
conclude an annex to this Lease, amending the subject of the lease and
technical specification. The base rent for each expansion shall be negotiated
by the Parties in good faith taking into account all financial conditions of
this Lease, but shall in no case exceed the market rent for standard warehouse
prevailing at that time.  In
case of a dispute between the Parties as to the market rent for standard
warehouse, such rent shall be determined by an independent licensed and insured
real estate surveyor/valuer. In such case the Tenant can also request that the
Landlord submits for its review, abstracts of lease agreements concluded by the
Landlord for warehouses during the previous year.  4


3.THE LEASE TERM  3.1This Lease shall
come into effect upon the signing however the Lease Term as well as the
obligation of theTenant to pay Rent and Service Charge shall
commence at 12:01. on the Commencement Date and, subject to the provisions of
article 4 below or earlier termination in accordance with the provisions
hereof, it shall expire after 10 years from the Commencement Date.  3.2Tenant shall
have access to all relevant design documentation related to Unit Equipment.  3.315 days before
final functional test of all Unit Equipment, the Landlord shall notify Tenant
in order toarrange for Tenant to be present as observer for commissioning Unit
Equipment. In case the Tenant chooses to be present during such test, the
stipulations of article 3.4 below shall apply accordingly.  3.4After the Unit
has been prepared for the Tenant, the Landlord shall notify the Tenant in
writing of thepossibility of the taking over of the Unit on
Commencement Date. Upon receipt of such notification, the Tenant shall be under
a duty to inspect the Unit and provide the Landlord with a comprehensive and
binding list of any defects of the Unit within 15 days of such inspection. If
the Tenant does not inspect the Unit within 15 days of the receipt of the
notice or does not provide the Landlord with a list of defects within 15 days
of the inspection, it shall be regarded as a confirmation that the Unit has
been prepared in accordance with the Lease and the Tenant shall notbeentitled to
refuse the signing of the handover protocol on the Commencement Date. Any
defects identified by the Tenant during the inspection described above shall be
divided in two categories: major defects (understood as defects which prevent
the Tenant from using the Unit for the purposes described in this Lease) and
punch list items (understood as any other defects). The Tenant shall only be
entitled to refuse signing the handover protocol in case there are major
defects of the Unit which prevent the Tenant from using it in accordance with
this Lease. In respect of the punch list items the Parties shall agree upon a
reasonable time frame during which these items shall be remedied by the
Landlord. If the Parties disagree as to whether a defect constitutes a major
defect or a punch list item the expert understood as one of the following
companies: EC Harris, Gleeds, Euromost, Tebodin to be selected by the Parties,
will issue a binding opinion within five business days from the date of its
appointment. Such opinion will be final and binding on both Parties, and the
costs of it shall be borne by the Party which the expert declares to be
incorrect in its claims regarding the classification of a defect. Both Parties
undertake to act with good faith and due diligence with respect to the procedure
of handing over the Unit to the Tenant. The parties shall sign a handover
protocol, in the form substantially as attached hereto in Schedule 9, upon the
taking over of the Warehouse and Office Premises which shall include a
confirmation by the Tenant that he has inspected the Unit and confirming that
it meets all specification included in the Lease. If the Tenants authorized
representative fails to appear at the date of the hand-over protocol without a
valid justification or refuses to sign the take over without appropriate
justification (i.e. a major defect preventing the Tenant from using the Unit
for the purposes described in this Lease), such failure to appear or refusal to
sign shall be registered in the hand over protocol and the Production and Warehouse
Premises and the Office Premises shall be deemed accepted by the Tenant.  3.5If the Unit is
not delivered on the Commencement Date, the consequences detailed in Schedule 5
shallapply.  3.6The Tenant will
be allowed to access the Unit after the Landlord has completed the construction
of theBuilding, but prior to the Commencement Date and the issuance of the
occupancy permit for the Unit exclusively to prepare it for its individual
needs (e.g. installation of warehouse racks, mezzanines, conveyors etc.), at
its own cost and risk and in the timeline agreed with the Landlord. The
Landlord hereby grants its consent for the Tenants works which will be defined
and agreed according to timeline Schedule 5. All other works carried by the
Tenant affecting the structure of the Building or the process of obtaining
building and occupancy permit require the prior written consent of the
Landlord, which shall not be withheld unreasonably. With respect to other
works, the Tenant shall notify the Landlord of their scope in advance. Building
permission for any such works shall be obtained by Landlord. If such works
generated consumption of electricity or other media, the Tenant shall reimburse
the Landlord for the cost of such  5


consumed
media. The Tenant shall be under a duty to appoint a licences work supervisor
for the duration of the works. All persons employed by the Tenant must obey
instructions of the site supervisor. The Tenant shall only be allowed to access
the Unit after it has provided the Landlord with copies of insurance policies
for all works to be performed and the parent guarantee required in accordance
with article 14 of the Lease. Furthermore, depending on the scope of the works
to be performed by the Tenant, the Landlord may present the Tenant with its
insurance requirements concerning the scope and the limit of cover. In such
case the Tenant shall only be allowed to access the Unit after it has presented
the Landlord with insurance policies conforming to the Landlords requirements.
The Tenant shall have access to the Building for the purpose of preparing the
Unit for its individual needs, which shall take place on October 31st,
2008 at the latest, however the Landlord shall inform the Tenant of the exact
date of possible access in a separate notice delivered a week prior to it. From
the date of such access until the Commencement Date, the Tenant shall be under
a duty to fulfil all its obligations under this Lease and all terms and
conditions of this Lease will apply accordingly, whereby rent payable during
this period shall constitute the equivalent of the Service Charge and other
expenses only incurred by the Landlord during this period for the purpose of
allowing the Tenant to access the Unit.  4.EXTENSIONOF LEASE TERM  4.1The Tenant shall
be entitled to demand, at the latest nine months prior to the Expiry Date and
the Landlordshall be obliged to conclude upon receipt of
such demand, a new lease agreement for a period of 5 years commencing on the
Expiry Date on the same terms and conditions as in force at the time this Lease
expires, with the exception of the Rent, which shall be negotiated by the
Parties in good faith taking into account all financial conditions of this
Lease, but shall in no case exceed the market rent for standard warehouse
prevailing at that time. The new lease shall include an automatic extension for
a subsequent period of 5 years at the terms and conditions of the new lease
including the right of the Tenant to demand that a new lease is concluded
following the lapse of that 5 year period again on the same terms and
conditions and subject to the automatic extension. The Tenant can in each case
decide not to extend the term of this or any subsequent lease by giving the
Landlord written notice to that effect at the latest six months prior to the
expiry date of this or any subsequent lease.  In
case of a dispute between the Parties as to the market rent for standard
warehouse, such rent shall be determined by an independent licensed and insured
real estate surveyor/valuer. In such case the Tenant can also request that the
Landlord submits for its review, abstracts of lease agreements concluded by the
Landlord for warehouses during the previous year.  5.THE
TENANTS OBLIGATIONS  The Tenant hereby undertakes as follows:  5.1Rent  The
Tenant shall pay the Rent on dates and in the manner specified in Schedule
2.The Tenant shall have the right to set off reduce or retain against the rent
or any other payments due under this Agreement any of its own claims against
the Landlord only in case the Tenants receivables have been confirmed by a
final court order or the Landlord has acknowledged such claim and given consent
for set off in writing..  5.2Paying ServiceCharges andExpenses  Throughout
the Lease Term, the Tenant shall pay the Service Charges and other expenses due
hereto on dates, in the amount and in the manner specified in Schedule 2.  5.3Complying with
thestatutory requirements  In
relation to the use of the Unit and to the exercise of its rights under the
Lease, throughout the Lease Term, the Tenant shall:  (a)           comply at its own expense with all
relevant laws, and all legal requirements of all competent authorities,  6


(b)not do or fail
to do anything, or permit any other person to do or fail to do anything which
maycause the Landlord to become liable for any penalties, damages, or other
costs or expenses, and shall indemnify the Landlord against all consequences of
any breach by the Tenant of this obligation.  5.4Repair and
Maintenance  Throughout
the Lease Term the Tenant shall:  (a)maintain the
Unit and all devices and equipment therein in good condition and working order
allowing their full usage.  (b)replace all
fixtures, fittings and other equipment of the Unit and any components thereof
or consumables not listed in Schedule 3 (including equipment belonging to the
Tenant) which is damaged, worn out, or otherwise in need of replacement, with
new items of the same type and quality, however accepting the normal wear and
tear, provided that the Tenant shall also be entitled to replace such fixtures,
fittings and other equipment of the Unit for an appropriate substitute subject
to always acting in accordance with binding provisions of the law and good
construction practice.  (c)keep the Unit
clean and tidy, and shall not keep any rubbish there any longer thanisnecessary, nor
dump it anywhere in the Development other than in the rubbish bins, skips or
other containers provided for that purpose in areas designated by the Landlord
from time to time.  (d)not damage any
parts of the Building or Unit, and in case of damage it shall repair it
immediately at its own expense.  In the case when the Tenant has failed to execute or has inappropriately
executed obligations resulting from this item 5.4, the Landlord upon prior
setting forth a deadline for proper execution and its ineffective expiry shall
be able to carry out all necessary repairs or cleaning at the Tenants expense.
However, if the fact that the obligations mentioned above have not been
executed or have been inappropriately executed by the Tenant presents a threat
of damage for the Development, Building, Unit, or difficulties for other
tenants in the Development, then the Landlord shall be entitled to carry out
all necessary repairs or cleaning at the expense of the Tenant without the
prior calling to properly execute the obligations.  Notwithstanding
the above:  (i)the Tenant shall
not be responsible for any maintenance, repair or replacement of any structural
parts of the Building (understood as the exterior walls, the foundations and
the roof system only); with the exception of damages caused by the Tenant,  (ii)the above obligations of the
Tenant to do any repairs shall commence upon the expiry of the warranty period
for each of the devices and equipment, however the Tenant shall always be under
a duty to ensure that such repairs are carried out by the relevant
contractor/manufacturer granting the warranty,  The
Landlord will obtain a minimum 24 months warranty for all works, Machinery and
equipment of the Building and Unit. Warranty periods for all individual
elements of the Building and Unit will be indicated in schedule attached to
Delivery Protocol. In case of any need to repair, replace or fix any of the
above during the initial 24 months or the relevant warranty period if it is
longer than 24 months, the Landlord shall ensure that these actions are
undertaken by the contractor granting the warranty or by the Landlord and no
cost of such actions shall be borne by the Tenant as part of the Service Charge
unless the damage has been caused by the Tenant.  5.5Alterations  At
any time the Tenant shall not erect or make (or allow anyone else to do so) any
new structure, improvement, alteration, or addition to the Unit, or the
Building or the Development, including in particular the parking spaces, or
otherwise to change its existing external design or appearance, except in
accordance  7


with
plans, drawings and specifications previously submitted to and approved by the
Landlord in writing in case of works carried by the Tenant affecting the
structure of the Building or requiring obtaining the building and/or the
occupancy permit. With respect to other works, the Tenant shall notify the
Landlord of their scope in advance. Where Landlords approval is required such
approval shall not he unreasonably withheld and the Landlord shall provide the
Tenant with such approval or a justified refusal thereof within 30 days from
the Tenant submitting documents described above. All alterations made by the
Tenant must comply with thebinding provisionsof the law, and in particular
construction law and construction best practice codes. In the event ofanybreach of the
above provision, the Tenant shall immediately, upon written notice from the
Landlord requiring ittodoso, reinstate the Unit to its
condition before the said breach.  Should
the Tenant fail promptly to reinstate the Unit, the Landlord shall be entitled
to do so itself, and to charge the cost of such works to the Tenant.  In caseof the above alterations the
Landlord shall have a right of first refusal to carry out the works - within
the scope approved by the Landlord - if the price offered for the works by the
Landlord is not higher than the price offeredto theTenant by
third-party bona fide external contractors.  5.6Signs andadvertisements  Tenant
shall he free to post lighted signs bearing company logo and flags externally in
accordance with binding provisions of the law.  5.7Useofthe ProductionandWarehouse
PremisesandOfficePremises  The
Tenant may use the Production and Warehouse Premises for the purpose of
manufacturing and warehousing and the Office Premises for office purposes. Any
change in the use of the Unit or any part of it by the Tenant shall require the
Landlords prior written consent which shall not be unreasonably withheld.  The
Tenant has been involved in the designing of the Unit so that the Unit is prepared
to its needs and the Tenant confirms that the Unit meeting the standard
described in the Technical Specification attached hereto as Schedule7and plans and
layouts in Schedule 4 fulfil its requirements with respect to the activity
which he plans to undertake in the Unit and in particular in the Production and
Warehouse Premises.  5.8Restrictions on
Use  The
Tenant shall not bring or allow to be brought onto the Development or into the
Building (or to allow them to remain if they are found there) any dangerous or
hazardous materials, not included in original occupancy permit whether or not
the possession and keeping of which is subject to obtaining special permits
under Polish law. The list of dangerous or hazardous materials which the Tenant
is entitled to use is included in Schedule .12... In case the Tenant wishes to
store, maintain, generate or release any hazardous or other dangerous materials
on the Development or in the Building, it shall first provide the Landlord at
least 2 weeks in advance with a written notice of the particulars of the
envisaged activity in this respect and must obtain a prior consent of the
Landlord. Following obtaining the above notice, the Landlord shall be entitled
to demand, both prior to granting the consent and at any time during the Lease,
that the Tenant provides any requested documents pertaining to such activityof theTenant in
particular documents confirming that the Tenant complies with all applicable
provisions of Polish law and disposes of any hazardous substances properly as
well as to inspect the Unit in respect of activities connected with such
substances upon prior notice to the Tenant. The Tenant shall indemnify the
Landlord against all direct and indirect legal and financial consequences of
any breach of this provision. In particular, in casetheTenants
activities result in any pollution of the Development, without prejudice to
other rights available to the Landlord under Polish law, the Landlord shall be
entitled to request that the Tenant removes such pollution at its own cost.
Furthermore, in case any of the charges related to the Development or the
Building are increased due to such activity or any additional charges or fees
are imposed on the Development or the Building or the Landlord as the owner thereof
as a result of such activity, the Tenant shall be under a duty to hear such
costs as parts of the Service Charge. The obligations contained in this
paragraph shall survive the termination of this Lease during the period when
the Tenant occupies the Building. Moreover, during the whole Lease period the
Landlord shall be authorised to take actions determined in Part III of
Schedule1.The Landlordshallnot refuse its consent for
change in the use of the Unit provided that the Tenant meets  8


all
legal requirements for such activity, including obtaining appropriate permits
(acting upon power of attorney from the Landlord, if necessary) and bears the
costs of adapting the Unit to such use (if any).  5.9         Sub-letting, transferof rights under
the Agreement etc.  The
Tenant shall not assign, underlet, share, or part with possession or occupation
of all or part of the Building without the prior written consent of the
Landlord. Permission will not be withheld unreasonably by the Landlord. The
Tenant does not need to obtain the above consent for a sublease to an
affiliated company.  5.10Insurance  The
Tenant will obtain and keep in force at its own expense (promptly paying all
necessary premiums) general civil liability with extension for Tenants
liability (coveting losses in real estate property and moveable property , loss
or damage to machinery, installations and equipment, boiler, heating, water
heating equipment etc.) insurance against third party claims arising from
physical injury and property loss or damage with claim limits for each
occurrence of not less than the equivalent in Polish Zlotys of EURO 500 000 and
the equivalent in Polish Zlotys of EUR 1,000,000 in aggregate subject always to
indexation in accordance with the indexation of Rent. If the Tenant conducts
any adaptation works (understood as works undertaken by the Tenant following
the Commencement Date and falling within the scope of article 5.5 above), it
will be required to present the scope of this works and based on this the
Landlord will present the Tenant with its insurance requirements. For
modernization and/or construction works the Landlord will require the general
civil liability policy covering modernization and/or construction activity. In
case the Tenatnt wishes to store, maintain, generate or release any hazardous
or other dangerous materials on the Development or in the Building it has to
present the civil liability policy with extension for Tenants liability and
pollution liability with written confirmation concerning the coverage of
activity contacted with storage of hazardous materials with the limit of not
less then the equivalent in Polish Zloty of Euro 2,000,000 per occurrence and
3,000,000 in aggregate. Tenant will not undertake actions (or will not allow
for actions to be taken) and will not keep (or allowed to be kept) in the
Building anything which could violate the terms of the insurance agreements
concluded by the Landlord concerning the property, civil liability or the loss
of rent (business interruptions) or which could prevent the Landlord from
concluding the above mentioned insurance agreements with insurers chosen by the
Landlord.  For
the Tenants protection, the Tenant shall maintain insurance at its expense for
fire, flood and other perils, theft, loss of revenue and other coverage usually
maintained by businesses of this kind in the area in which the Development is
located on all of its personal property, including trade fixtures located in
the Unit, or on the area designated as the car park. If the Tenant stores in
the Unit movables belonging to third parties, it shall cause such third parties
to maintain such personal property insurance. The Landlord shall not be held
liable for any loss, damages or expenses for actions committed on areas for
which the Tenant is responsible for insuring except to the extent that any such
loss, damages or expenses are a result of the Landlords gross negligence or
wilful misconduct.  Upon
the Landlords written request, the Tenant shall be under a duty to provide the
Landlord with insurance certificates pertaining to the Unit or property held in
it or activities undertaken in it.  5.11Surrender of the Unit  At
the latest by midnight on the Expiration Date, the Tenant shall hand over the
Unit to the Landlord in such state of repairand condition, andcomplete with
all such fixtures, fittings and other items as is consistent with the Tenants
obligations under this Lease, however, subject to the ordinary wear and tear.
The Landlord shall be entitled to request the Tenant to restore the Unit to its
state as at the day of delivery to the Tenant, subject to the ordinary wear and
tear. In particular, the Tenant shall be obliged to remove from the Unit all
its own property and all its own machines, merchandise. Additionally, the
Landlord has the right to require that the Tenant complete any works listed in
Schedule 10 at its own cost. After the Expiration Date the Tenant shall have no
right to occupy the premises mentioned above.  In
the event that the Tenant shall not surrender the Unit, then, without prejudice
to any other legal remedies available to it, the Landlord shall be entitled to
a penalty fee equivalent to two hundred percent (200%) of the monthly Rent in
EURO due for the last month of the Lease Term calculated on the per diem  9


basis.
Such contractual penalty shall be charged for each day of unauthorized
occupation after the Expiry Date until the Tenant actually vacates the Unit and
it shall be payable on each day falling after the day for which it was charged.
The Tenant shall be obliged to pay statutory interest for delay in payment of
the above penalty starting from the date it becomes due till the date it has
been actually paid.  5.12       Interest on overdue payments  If
the Tenant shall fail to pay any sums due to the Landlord under this Lease by
the due date stipulated herein, or if the Lease shall not stipulate such a datebythe date indicated in the payment demand, then the Tenant shall pay
statutory interest on such sum to the Landlord at the then applicable rate of
statutory interest.  5.13       Complying with regulations  The
Tenant shall observe all regulations being effective in the Development,
presented in Schedule 6.  5.14       Protection and Information  Upon
the Landlords request, the Tenant shall perform all acts necessary to affirm
its obligations under thisLease to any third party
purchasing or otherwise acquiring the Building or financing the acquisition.  The
Tenant shall, within 14 days following receipt of a request from the Landlord,
as well as any existing or potential lender or buyer of the Development,
execute and deliver any documents reasonably requested by said parties
certifying that this Lease is valid and confirming the essential details of the
Lease, in particular the amount of Rent payable. The Tenant will also provide
current financial statements and such other information already filed at the
National Court Register as may he reasonably requested by said parties.  6.         THE LANDLORDS
OBLIGATIONS  The Landlord hereby undertakes to the Tenant as follows:  6.1Insurance  Subject
to any exclusions and limitations imposed by the Landlords insurers and the
prevailing law, the Landlord shall in accordance with the market practice at
the time insure itself against loss of rent (business interruptions), civil
liability and insure the Unit, the Building and the Development as well as the
Machinery (as defined in pt. 5 of the Schedule 3) in their full reinstatement
value on normal commercial terms. If it will be lawful to do so the Landlord
shall assign all proceeds received from insurance of property to the
reconstruction, as far as is possible, of the Unit (excluding Tenants
improvements), the Building and the Development from their destroyed or damaged
state and the reinstatement of Machinery.  If
anything done or omitted by the Tenant or allowed by the Tenant to be kept on
the Building shall cause the rate of the property insurance, the Landlords
civil liability insurance or the loss of rent (business interruptions)
insurance to be increased, then the Tenant will pay to the Landlord the amount
of any such increase on demand including any brokers fees connected with this,
provided that the Landlord previously informed the Tenant about the terms of
the above mentioned insurances. The Landlord obliges itself to immediately
notify the Tenant about any changes to the terms of the above mentioned
Landlords insurances.  6.2         Toprovide services  Throughoutthe Lease Term, to provide directly or indirectly the Services (and in
terms of the media to use its best efforts to ensure that such Services are
provided by third parties without any interruption) in an efficient and
economic manner and in accordance with the principles of good real estate
management. The Landlord shall take all reasonable steps to keep to a minimum
and to remedy any interruptionsor delaysin the provision
of Services, however the Landlord shall not be liable for any interruptions or
delays in connection with the provision of the Services due to circumstances
beyond its control.Forthe avoidance of doubt, the
above obligation also includes the duty of the Landlord to ensure that the
Building is adequately safeguarded against fire risk as required by Polish law.  10


The
Landlord shall ensure that any repair or refurbishment of the Building is done
in a manner that does not interrupt production. The Tenant shall be notified
minimum 90 days prior to major works (understood as works on the structural
elements of the Building). Works that will influence production shall not be
implemented without written consent from the Tenant concerning the time when
such works shall be implemented, not to be unreasonably withheld or delayed.
The above stipulations do not apply to situations in which the failure to
undertake the repair immediately results in a threat to human life or health.  7.PARTIESRIGHTS IN CASE OF DEFAULT  7.1TheTenant
irrevocably authorizes the Landlord to disconnect service media to the Unit in
case oftermination of the Lease.  7.2The Landlord
shall have the right to terminate this Lease upon written notice to the Tenant
if any of thefollowing occur:  (a)non-payment of
the Rent and/or Service Charges or any other due amounts resulting from this
Lease for a period oftwomonths, despite the Landlord
setting of an additional month deadline for payment to the Tenant;  (b)the Tenant uses
the Unit in a manner that does not comply with this Lease or the Polish law and
in spite of Landlords written notification of such, Tenant does not stop using
the Unit in such a manner within 10 working days from the Landlords
notification;  (c)the Tenant does
not execute or improperly executes its material obligations stipulated herein,
thus neglecting the Unit so as it may incur a damage and shall not comply with
such obligation within 10 working days from the receipt of the Landlords
written notice informing the Tenant about the breach requesting the Tenant to
comply with its obligation;  (d)the Tenant, in
spite of the Landlords written notification of such, Tenant materially or
repeatedly violates the regulations or the Development use code and shall not
cease such violation within 10 working days from the receipt of the Landlords
written notice informing the Tenant about the breach requesting the Tenant to
comply with its obligation  (e)the Tenant does
not insure, does not renew or does not maintain valid the insurance mentioned
in article 5.10 hereof; and shall not comply with such obligation within 20
working days from the receipt of the Landlords written notice informing the
Tenant about the breach requesting the Tenant to comply with its obligation  (f)the Tenant does
not execute or improperly executes the obligations stipulated herein specially
items mentioned in section 7.2 and, excluding cases where the Lease provides a
shorter terms, does not start to properly execute them within 30 working days
upon the Landlords written notification;  (g)the Tenant
ceases to pay its liabilities or submits a statement on opening the
conciliatory proceedings, or when a motion is submitted to the relevant court
for announcement of the Tenants bankruptcy;  (h)in other cases
stipulated herein.  7.3The fact of
occurring or executing the Landlords rights resulting from the provisions
mentioned aboveshall not prejudice any other rights or legal
actions to which the Landlord is entitled pursuant to this Lease or other
regulations.  7.4The Tenant shall
have the tight to terminate the Lease upon notification in writing sent to the
Landlord inthe following cases:  (a)the defects of
the Unit create a danger for the health of the Tenants employees provided that
suchdefects have not been caused by the Tenant or persons for which the
Tenant is responsible and if  11


such
defect is curable the Landlord has not commenced works aiming at its removal
within 15 working days upon the Tenants written notification or within such
longer period of time as is necessary taking into account all circumstances of
the situation;  (b)the Tenant has
not been able to use the Unit in the current manner for an interrupted period
longer than one month due to alterations or refurbishment of the Unit, the
Building or the Development, except as for repairs as described in article 8
below, and the Landlord has not taken action to allow the Tenant to use the
Unit within 30 days from the Tenants written notice. The Tenant will be
informed in advance of any alternations and refurbishment.  (c)the Landlord does
not execute or improperly executes the obligations stipulated herein and does
not start to properly execute them within 30 working days upon the Tenants
written notification,  (d)the Tenant has
not been able to use the Unit due to any reasons not due to the Tenant for 2
weeks and the Landlord has not made the use of the Unit possible within further
2 weeks after receiving notice from the Tenant,  (e)in accordance
with Schedule 5 in instances indicated therein.  7.5Upon the
termination of the Lease by the Tenant in accordance with article 7.4 above,
the Tenant shall nolonger be under a duty to pay Rent or Service
Charge with the exception of payments which were due as of the termination
date.  8.DAMAGE
TO THE UNIT  8.1If the Unit is
damaged by fire, accident or other unavoidable casualty, without the Unit being
renderedwholly or partially unsuitable for occupation, the Landlord shall repair
such damage and there shall be no abatement of the Rent, provided that the
Tenant is still able to make practical use of the entire Unit premises. If, and
to the extent that, as a result of such an event, the Unit becomes unsuitable
in whole or in part for practical use, the Tenant shall be released from its
obligation to pay all or a proportionate part of the Rent until these premises
are again fully suitable for use. For the avoidance of doubt it is agreed that,
in such circumstances, the Tenant shall be obliged to pay the Rent on the part
or parts of the Unit which are suitable for use  8.2In the event
that, during the whole Lease Term, because of an occurrence of force majeure
which is notcovered by the Landlords insurance policy, or
in any other case the Unit becomes wholly or partly unsuitable for practical
use, the Landlord may either (at its own discretion):  (a)terminate the
Lease by giving one months written notice to the Tenant within thirty (30)
days of the event, whereupon the rights and obligations of the Parties (except
for the claims having been due) shall expire, and the Tenant shall pay Rent on
any part of the Unit which is suitable for use until the date on which it
vacates the Unit; or  (b)repair the
damage and decrease the Rent proportionately to the area of the Unit that is
unsuitable for practical use until such repairs are completed.  9.LIMITATION
OF LIABILITY  The
Landlord shall be under no liability for, or in connection with, occurrences
which are the effect of any accident or damage, nuisance, annoyance or
inconvenience which may be caused to the Tenant, its employees or visitors by reason
of any act, or default of any other tenant or occupier of any part of the
Development or any nearby properties.  Any
liability of the Landlord and the Tenant under this Lease shall be limited to
the redress of the actual damage caused to the other Party, excluding lost
profit or business interruption.  12


Each
of the Parties undertake to assist the other Party in obtaining proper
compensation in the event such Party suffers damage by a third party with which
the first Party has a contractual relationship.  Both Parties undertake to act
in such a manner astomitigate their
damages in the event such damages arise.  10.Notices  Unless
specifically provided otherwise, all notices and other communications made
pursuant to the Lease shall be in writing and shall be deemed to have been duly
made by confirmed delivery, or registered mail to the Parties at the following
addresses and faxes numbers:  If
to the Landlord; Robert
Dobrzycki PG
PL 1 Sp. z o.o. ul.
Emilii Plater 53, 00-113
Warsaw Tel.:+48 22 540 7171 Fax:+48 22 540 7170  With
a copy to: Lori
Bluett PDC
Properties 8395
Jackson Road Sacramento,
CA 95826-3904 USA Tel.+9163791123 Fax
+9163796223  If
to the Tenant: Roman
Dyrcz SAUER-DANFOSS
Sp. z o.o.. Ul.
Metalowcow 31 54-156
Wroclaw Tel:
71 78 23 610;  The
Parties shall inform each other promptly of any changes of address or fax
number. Until a change of address is duly reported, letters and faxes delivered
to the previous address and fax numbers shall be deemed to have been received
in the normal course.  11.DISPUTES  Ifany dispute arises between the Parties as to the interpretation or the
legal effect of this Lease, or any of its provisions, such dispute shall be
resolved by the Arbitration Court at the National Chamber of Commerce in
Warsaw, according to its rules of arbitration prevailing at the time. The
language of arbitration shall be English. All attorneys fees and other costs
connected with such dispute shall be borne by the dismissed Party.  12.VALUE
ADDED TAX  All
paymentsdue tobe made by the Tenant to the
Landlord under the terms of the Lease are exclusive of Value Added Tax (VAT),
and the sums due shall be increased by the amount of appropriate VAT.
References to VAT shall be deemed to include any revised version of VAT, and/or
any tax which replaces or supplements VAT.  13


13.TRANSFERABILITY
OF THE LEASE  The
Landlord shall be entitled to assign its rights and obligations under this Lease,
without the Tenants consent, in particular to a bank or another entity
financing or refinancing the acquisition or development of the Building or the
Development or any company from the Panattoni group or a purchaser of the
Building or the Development.  14.BANK
GUARANTEE  [intentionally omitted].  15.CORPORATE
WARRANTIESAND PARENT COMPANY GUARANTEE  15.1Each of the Parties warrants
to the others that it is an entity established and operating in compliance withthe law of the
Republic ofPolandand that the execution of
this Lease by persons signing it on their behalf shall create a valid and
legally binding commitment to its terms.  15.2Within 21 days
from thesigningof this Lease, the Tenant shall provide the Landlord
with a guaranteeissued by a company dominant with respect to
the Tenant, within the meaning of the Code of Commercial Companies and
Partnerships in which such company shall undertake to perform all obligations
of the Tenants arising under this Lease in case the Tenant defaults in the
performance of such obligations and fails to remedy such default within any
applicable period of grace. The guarantee shall be valid for the first five
years of the Lease Term, the guarantee shall be transferable and in a form
substantially as in the Specimen Form of the Parent Company Guarantee in
Schedule 8. At least 3 months prior to the lapse of first 5 years of the lease
term, the Tenant shall deliver a new parent company guarantee, valid for 5
years and 3 additional months from the Expiry Date and in compliance with the
above provisions. The Tenants failure to deliver the Parent Company Guarantee
within the specified time period, including failure to deliver a subsequent
Parent Company Guarantee or failure to deliver it in the form prescribed by
Schedule 8 shall be deemed a material default under this Lease, entitling the
Landlord to terminate this Lease with immediate effect. Any delay in exercising
this right shall not give rise to any waiver thereof.  15.3In case at any time during
the Lease Term, the company which has signed the Parent CompanyGuarantee ceases
tobe a company dominant with respect to the Tenant, the Landlord shall be
under a duty to release such Parent Company Guarantee upon receipt of a new
Parent Company Guarantee signed by the new entity controlling the Tenant being
in an acceptable financial standing in a form substantially as in the Specimen
Fort of the Parent Company Guarantee in Schedule 8.  16.INTERPRETATION,
GOVERNING LAW AND AMENDMENTS TO THE AGREEMENT  This
Lease is governed by the Laws of the Republic of Poland. Any matter not
specifically agreed in this Lease shall be governed by the Civil Code. This
Lease was made in English. This Lease may only be amended in the form of a writ-ten annex signed by the
Landlord and the Tenant.  /s/
  Robert Dobrzycki
  
  /s/
  Finn Visgaard May 19, 2008The
  Landlord
  
  The
  Tenant  14


UMOWE
ZAREJESTROWANO WSauer-Danfoss Sp. z o.o.  RU/SL/09
dnia 14.10.2009  ANNEX 1  Signed on14.10.2009  
  TO  LEASE AGREEMENT OF  A WAREHOUSE BUILDING  IN PANATTONI PARK WROCLAW  of 16thMay 2008  
  BY AND BETWEEN  PG PL 1 SP. Z O.O.  and  SAUER-DANFOSS SP. Z O.O.


THIS ANNEX, hereinafter referred to as Annex, was executed on
14.10.2009 in Warsaw:  BY
AND BETWEEN:  (1)  PGFL 1 SP. Z O.O.with its registered office inWarsaw,53 Emilii Plater Street, entered into the
Entrepreneurs Registered under number KRS 268547, with the initial capital in
the amount of PLN 50.000 (say: fifty thousand Polish Zlotys), having tax ID
number NIP 525-23-79-467, represented by: Sylwia Wasowska - Proxy, hereinafter
referred to as PG  PL
1,  and  (2)  SAUER-DANFOSS Sp.z o.o.,with its
registered office in Wroclaw, 31 Metalowcow Street, entered into the
Entrepreneurs Registered under number KRS 15311, with the initial capital in
the amount of PLN 25,000,000 (say: twentyfivemillion Polish
Zlotys), having tax ID number 894-25-83-804, represented by: Mariusz Król -
Director of Operations, hereinafter referred to as SAUER-DANFOSS,  hereinafter
jointly referred to as Parties.  Whereas:  (a)on 16th May 2008
SAUER-DANFOSS entered into a lease agreement with PG PL 1forwarehouse and
office premises in the building known as Panattoni Park Wroclaw logistic centre
located in Bielany Wroclawskie, Wroclaw,  (b)The Parties have
agreed to introduce the amendments to the Agreement to the extent of Leased
Area and monthly payable amount per square meter of Additional Rent.  NOW,
THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:  1.INTERPRETATION  In
this Annex, all capitalised words and terms shall have the meanings assigned to
them in the Agreement, unless the Annex provides otherwise.  2.AMENDMENTS
TO THE LEASE  The Parties hereby change the following provisions of the Agreement in
the manner specified below.  2.1.In article 2
point 2.2. of the Agreement shall have the following new wording:  The Parties agree that for the purpose of calculating the Rent and the
Services Charges, the Rentable Area of the Production and Warehouse Premises
shall be 18 500. sq.m. and the Rentable Area of the Office Premises shall be
2099 sq.m., whereby 1213 sq. m. of the Office Premises will be located on the
ground floor and 886 sq. m. of the Office Premises will be located on the first
floor of the Building.  2.2.In Schedule 2 of
the Agreement shall have the following new wording:  The
Rent shall be paid monthly in Polish Zlotys inan amountof: 3.99 EURO
per square meter as Base rent and 1.77 Euro as Additional Rent; Both Base and
Additional Rent in the amount of 5.76 Euro per square meter of the Rentable
Area of the Production and Warehouse Premises and in Polish Zlotys in an amount
equivalent to 7,15 EURO per square meter of the Rentable Area of the Office
Premises. From the Commencement Date the Tenant shall make rent payment. The
Rent shall be payable monthly current month plus 45 days from the datewhen
the Landlord issues VAT invoice to the Tenant. For the periodofsix and a half months from the Lease Commencement Date the Tenant shall
make a single rent payment in  2


the
amount equivalent to one month Base Rent for office, warehouse and production
space. This payment shall he made in the first mouth of the lease.  3.FINAL
PROVISIONS  3
1The remaining
provisions of theLeaseremain unchanged.  3.2The annex
becomes effective on 16thMay 2008.  3.3Two English
language counterparts of this Annex have been signed, one being assigned for
each of the Parties.  3.4The provisions
of the Civil Code shall apply to all matters not regulated by this Annex.  On
  Behalf of PG PL 1:
  
  On
  behalf of SAUER-DANFOSS:/s/ Sylwia Wasowska
  
  /s/ Mariusz KrólSylwia Wasowska
  
  SAUER-DANFOSS Sp. z o.o.Prokurent
  
  PROKURENTMariusz Król14.10.2000
  
  
  
  SAUERPG PL 1 Sp. z o.o.
  
  DANFOSS
  (t)ul. Emillil Plater 53
  
  Sauer-Danfoss Sp. z o.o.00-113 Warszawa
  
  ul. Matalowców 31,
  54-156 WroclawNIP 525-237-94-67, REGON 147038869
  
  tel.: (+71) 78 23 600 fax: (+71) 78 23 601NIP: 894-25-83-804
  3


UMOWE
ZAREJESTROWANO WSauer-Danfoss Sp. z o.o.  RU/53/09
dnia 28.10.2009  ANNEX 2  Signed on 28.10.2009  
  TO  LEASE AGREEMENT OF  A WAREHOUSE BUILDING  IN PANATTONI PARK WROCLAW  of 16thMay 2008  BY AND BETWEEN  PG PL 1 SP. Z O.O.  and  SAUER-DANFOSS SP. Z O.O.


THIS ANNEX, hereinafter referred to as Annex, was executed on
28.10.2009 in Warsaw:  BY
AND BETWEEN:  (1)PG PL 1 SP.Z
O.O.withitsregistered office in Warsaw,
53 Emilii Plater Street, entered into the Entrepreneurs Registered under
number KRS 268547, with the initial capital in the amount of PLN 50.000 (say:
fifty thousand Polish Zlotys), having tax ID number NIP 525-23-79-467,
represented by:SylwiaWasowska - Proxy, hereinafter
referred to as PG PL  1,  and  (2)  SAUER-DANFOSS Sp.z o.o.,with its
registered office in Wroclaw, 31 Metalowców Street, entered into the
EntrepreneursRegisteredunder number KRS 15311, with
the initial capital in the amount of PLN 25,000,000 (say: twenty five million
Polish Zlotys), having tax ID number 894-25-83-804, represented by:Mariusz Król- Director of
Operations, hereinafter referred to as SAUER-DANFOSS,  hereinafter
jointly referred to asParties.  Whereas:  (a)on 16th May 2008
SAUER-DANFOSS entered into a lease agreement with PG PL 1 for warehouse andoffice
premises in the building known as Panattoni Park Wroclaw logistic centre located
in Bielany Wroclawskie,Woclaw,  (b)The Parties have
agreed to introduce the amendments to the Agreement to the extentofLeased Area and
monthly payable amount per square meter of Additional Rent.  NOW,
THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:  1.INTERPRETATION  In
this Annex, all capitalised words and terms shall have the meanings assigned to
them in the Agreement, unless the Annex provides otherwise.  2.AMENDMENTS
TO THE LEASE  The Parties hereby change the following provisions of the Agreement in the manner specified below.  2.1.In article 2
point 2.2. of the Agreement shall have the following new wording:  The Parties agree that for the purpose of calculating the Rent and the
Services Charges, the Rentable Area of the Production and Warehouse Premises
shall be 18 500. sq.m. and the Rentable Area of the Office Premises shall be
2179 sq.m., whereby 1213 sq. m. of the Office Premises will be located on the
ground floor and 966 sq. m. of the Office Premises will be located on the first
floor of the Building.  2.2.Schedule 4 - the
layout of additional Office Premises attached to this annex shall be added to
Schedule 4.  3.FINAL
PROVISIONS  3.1The remaining
provisions of the Lease remain unchanged.  3.2The annex
becomes effective on 1stJanuary 2010.  2


3.3Two English
language counterparts of this Annex have been signed, one being assigned for
each of theParties.  3.4The provisions
of the Civil Code shall apply to all matters not regulated by this Annex.  On
  behalf of PG PL 1:
  
  On
  behalf of SAUER- DANFOSS:SAUER-DANFOSS Sp. z o.o.PROKURENT[ILLEGIBLE]
  
  /s/ Mariusz król28/10/2009
  
  Mariusz Król
  3