**Exhibit 10.3**

 
|   | 2001 D No. 5173                                                  | Volume :  2001 P No. 3341                                    |
|--------|------------------------------------------------------------------|-------------------------------------------------------------------|
|   | Published and  recorded the 21/06/2001 with the land registry of |
|   | AVIGNON 2nd OFFICE                                          |
|   | Rights: 92,312 F                                                 |
|   | Salaries:                                                        | 25,098 F                                                          |
|   | Total :  117,410 F                                          | Rcvd: One hundred seventeen thousand four hundred  and ten francs |
|   | The curator.                                                     |
|   | J.-P. LOPEZ                                                      |

 

**THE YEARTWO THOUSAND ONE,**

**The EIGHTH OF MARCH,**

**IN APT(Vaucluse), Place of Bouquerie, in the study of Master Jacques JAFFARY, notary**

**MasterJacques JAFFARY, Notary undersigned in APT (Vaucluse), Place of Bouquerie,substituting the Professional Company called “Dominique Perinne, BernardMERLAND, Bruno de LAPASSE”, holder of a Notarial Service the office of which isin (eighth) PARIS 4, street of Berri,**

With the cooperation ofMaster Jacques JAFFARY, notary aforementioned, for the company LABORATOIRESEUROSILICONE, LESSEE,

With the cooperation ofMaster Bernard LACOURTE, notary in PARIS, 54, avenue Victor Hugo, for thecompany AUXICOMI,

And with the cooperation ofMaster Pierre LEMBO, notary in PARIS, 30, place Denfert Rochereau, for thecompany UCABAIL IMMOBILIER,

With receipt in the authentic form, the present:

**LEASING CONTRACT**

**IDENTIFICATION OF PARTIES**

**LESSOR**

1. / the Company belownamed:

“**NATIOCREDIMURSPARTNERSHIP**”,
| Partnership, |
|--------------|
|         | 2001 D No.10719 | Volume : No. |
|         | Recovery for order 20/11/2001 of the formality  published 21/06/2001. |
|         | Vol. 2001 P. No. 3341 with the Land Registry of |
|         | AVIGNON 2nd OFFICE |
|         | Rights: None |
|         | Salaries:None |
|         |   | Rcvd: None |
|         | The curator. |
|         | J.-P. LOPEZ |

 

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Witha capital of TWENTY TWO MILLION EIGHT HUNDRED THOUSAND EUROS (22 800 000Euros),

Having its head office inPUTEAUX (Hauts de Seine), Building “The Metropolis”, 45/52, Arago street,

Identified under the numberSIREN 332 199 462 RCS NANTERRE, and registered with the Company and Traderegister under number NANTERRE B 332 199 462 (96 B 04190),

And recognized definitely inthe capacity as a credit institution - Financial company, as it results from adecision of the Committee of Credit institutions, dated in PARIS March 20th,1985 and a letter of the BANK OF FRANCE on May 9th, 1985.

Represented by:

Mr. Jean-Pierre PERNOT,assisting notary, domiciled in PARIS (eighth), 4th street of Berri,

By virtue of the powers which were conferred on himwith faculty to substitute by Mr. Bernard DESVAUX, a Lawyer, domiciled inPUTEAUX (Hauts de Seine), Building “The Metropolis”, 46/52, Arago street, underthe terms of an informal agreement in date in PUTEAUX of March 6th, 2001 whichremained enclosed after mention.

In which power, Mr. Bernard DESVAUX acted:

By virtue of the powers which were conferred on him by Mr. Jean-ReneBRUNON, domiciled in PUTEAUX (Hauts de Seine) Building “The Metropolis”, 46,52, Arago street, to an act received by MISS DOMINIQUE PERINNE, Notary inPARIS, on January 21st, 1998.

By power of attorney, Mr. BRUNON acted, in the name,for the account and in its capacity as Chairman of the Board of a companycalled “NATIO LOCATION”, Public company, with the capital of 4 976 000 Euros,before its registered office in PUTEAUX (Hauts de Seine) Building “TheMetropolis”, 46, 52, Arago street, identified under the number SIREN 310 188784 RCS NANTERRE, and registered with the Company and Trade register undernumber NANTERRE B 310 188 784; renewed in aforementioned functions to adeliberation of aforementioned Board of Directors on May 27th, 1998.

A certified copy of the minutes of this deliberationwas deposited with the row of the minutes of the Professional Civil Company «DOMINIQUE PERINNE, Bernard MERLAND, Bruno de LAPASSE, Notaries », holder of aNotarial Service in PARIS, following an act on December 8th, 1998.

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The company “NATIO LOCATION” taken in its capacity as managingstatutory Company “**NATIOCREDIMURS PARTNERSHIP**

**OBSERVATION HERE BEING MADE:**

* that the Company called “BNP PARIBAS LEASE GROUP”having its head office in PUTEAUX (Hauts de Seine) Building “The Metropolis” 46- 52, Arago street, identified under the number SIREN 632.017.513, RCSNANTERRE, is currently managing jointly the Company NATIOCREDIMURS PARTNERSHIP,

As coming to the laws of the company called BNPLEASE “Public company with a capital of 108 560 456 Euros, having its headoffice in PUTEAUX (Hauts de Seine) Building “The Metropolis”  46 - 52, Arago street, identified under the numberSIREN 632 012 712 RCS NANTERRE due to an operation of contribution fusionoccurred definitely according to the general Assembly of the Shareholders ofBNP PARIBAS LEASE GROUP on July 3rd, 2000.

* The Company BNP LEASE coming itself to the laws ofthe Company called NATIO LOCATION, due to an operation of provision fusionoccurred definitely according to a general meeting of the Shareholders of BNPLEASE on November 30th, 1999.

BEING SPECIFIED HERE, that Mr. Jean-René BRUNON wasnamed Managing director of BNP PARIBAS LEASE GROUP to a Board of Directors onJuly 3rd, 2000.

2. / the Company belownamed:

**“AUXICOMI”**

Public company,

With capital of TWENTY-ONEMILLION SEVEN HUNDRED AND FIFTY THOUSAND FRANCS (21.750.000 Francs),

HAVING its office in MAISON-ALFORT (Val de Marne), 27/31, GénéralLeclerc Avenue,

 

Identified with theDirectory of Firms under the number SIREN 329 121 404 and registered with theCompany Trade register of CRETEIL

Represented by:

Mr. Jean-Pierre PERNOT,assisting notary, domiciled in PARIS (8th),4th street of Berri,

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By virtue of powers being conferred on him by Mr.Patrick CRUZILLAC in charge of affairs, domiciled in MAISONS-ALFORT (Val deMarne), 27/31, Général Leclerc Avenue, under the terms of an informal agreementof date in MAISONS ALFORT, of March 6th, 2001 which remains annexed aftermention.

The aforementioned Mr. CRUZILLAC having acted byvirtue of the powers which were authorized to him by Mr. Gérard LEVY,justifiable of powers, on August 10th, 1999, an original of which was depositedwith the row of the minutes of Master Bertrand LACOURTE, notary associated inPARIS, on September 9th, 1999.

Mr. Gérard LEVY himself having acted by virtue ofpowers being authorized to him on May 8th, 1999, with faculty to substitute, byMr. Jean-Marc DURANT, Managing director of the company AUXICOMI, named to thisfunction to a deliberation of the Board of Directors of the aforementionedcompany on November 21st, 1997.

The aforementioned powers of May 18th, 1999 were theobject of an act of deposit to the row of the minutes of Master BertrandLACOURTE, notary associated in PARIS, on June 7th, 1999.

A certified true copy of an extract of the officialminutes of the Council of Administration of November 21st, 1997, referred toabove, was the subject of an act of deposit to the row of the minutes of MasterBertrand LACOURTE, notary associated in PARIS, on December 9th, 1997.

3. / the Company belownamed:

**“UCABAILIMMOBILIER”**, newdenomination of the Company FINAMUR in accordance with the decision of theextraordinary General meeting of December 21st, 1995,

Public company counsel inthe capacity as finance company,

With the capital of THREEHUNDRED AND SEVENTY TWO MILLION FRANCS (372.000.000 Francs),

Having its office inGUYANCOURT (Yvelines 83) boulevard of Oaks, building CNCA Provence,

Identified with the Repertory of the Companies undernumber SIREN 340 446 707 (87B00600) and registered with and the Company Traderegister of VERSAILLES.

Represented by:

Mr. Jean-Pierre PERNOT,assisting notary, domiciled in (eighth) PARIS, 4, Berri street,

By virtue of the powers which were conferred on himby Mr. Bernard CARETTE, domiciled in GUYANCOURT (Yvelines 83) boulevard ofOaks,

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under the terms of a proxy private agreement in datefrom it in GUYANCOURT of March 6th, 2001, this remains joined and annexed.

By power of attorney, Mr. Bernard CARETTE acted byvirtue of powers which were conferred on him by Mr. Francis de CAZENOVE,domiciled in GUYANCOURT (Yvelines 83) boulevard of Oaks, under the terms of aproxy private agreement on February 20th, 2001, the original of which wasdeposited with the row of the minutes of Master LEMBO, notary associated inPARIS, aforementioned, on March 7th, 2001.

By power of attorney, Mr. Francis de CAZENOVE actedin the name and for the account in of its capacity of General Manager of theCompany UCABAIL IMMOBILIER, named to aforementioned functions to a deliberationof the Board of Directors of May 30th, 2000.

Companies**“NATIOCREDIMURS PARTNERSHIP”**,**“AUXICOMI”**and**“UCABAIL IMMOBILIER”** and theirrepresentative, below named equally in the body of the present act the**“LESSOR”**.

The Aforementioned Companiesacting jointly between them in the proportions, to know:

· NATIOCREDIMURS, in competition ofsix/fifteenths (6/15ths), leader,

· AUXICOMI, in competition of five/fifteenths(5/15ths),

· and UCABAIL IMMOBILIER, in competition offour/fifteenths (4/15ths ).

**LESSEE**

The Company below named:

“**LABORATOIRES EUROSILICONE**”

A Public company,

With a capital of FOURMILLION FIFTY THOUSAND FRANCS (4.050.000 Francs),

Having its head office inAPT (Vaucluse), Industrial Park of Peyrolière,

Identified under the numberSIREN 347 535 296 RCS AVIGNON and registered with the Company Trade register ofAVIGNON under the number B 347 535 296 (95 B 641),

 

Represented by:

Mr. François TOURNIAIRE,head of the company, domiciled in APT (Vaucluse), Impasse de Rimayon,

Acting in its quality ofChairman of the board of the company, function to which it was named, for theduration of its mandate of administrator, is up to the next annual ordinarygeneral meeting which will be called to give a ruling on the accounts of thefinancial year of last December 31st, following decision of its Board ofDirectors on June 30th, 1995, regularly published.

A certified true copy of thisdecision remained joined and appended to the minute of presents after mention,

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Having all powers necessaryto the effect of present by virtue of two deliberations of September 12th, 2000and of February 28th, 2001 accepted by the Board of Directors.

A certified true copy ofthese two decisions presents, after mention remained joined and appended to theminute.

The Company “**LABORATOIRES EUROSILICONE”** and itsrepresentative, below named equally in the bodies of the present act the**“LESSEE”**.

**PREFATORY STATEMENT**

**TRANSFER OF RISKS TO THE LESSEE**

The LESSEE, who took theinitiative of the bearing investment concerning the below indicated building,of which it defined or accepted the whole of the design features, it will bethe only user, and of which it will become owner if it wishes it at the end ofthe contract, recognizes that the role of the LESSOR limits itself in thisoperation to assure below admitted condition in, the financing in propertyleasing of this investment.

Under these conditions, andalthough the ownership of the building is legally devolved to the LESSOR forthe duration of the financing, it appeared legitimate that the LESSEE takes allthe risks and obligations whatever they are, even resulting from the causebeyond control, which would fall according to common right to the constructorand to the owner of property.

It is under benefit fromthis prefatory statement, for which it will always be necessary to refer tojustify sharing out as need between parties, expenses, obligations and risks,and to search their common intention, that present convention is passed.

**WHICH, prior to the act object ofpresents, exposed what follows:**

**- E X H I B I T -**

**- I-**

**REQUEST OF LEASING**

The LESSEE asked the LESSORto bring his competition to finance in the form of a property leasing, as partof law No. 66-455 of July 2nd, 1966, the subsequent texts and notably article57 of the Law of February 4th, 1995 relating to property leasing,

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· the acquisition of a located land in APT(Vaucluse), Zone of activity of Peyrolière, below more extensively indicated,

· expenses of acquisition,

· and the construction of a building withusage of laboratory of manufacture.

**- II-**

**ACQUISTION OF THE LAND**

To arrive at present theoperation of leasing, the LESSOR acquired the land of which involves, of thecommune of APT,

To an act received this dayby Master Jacques JAFFARY, Notary in APT, above named.

This acquisition took placefor the main price of SIX HUNDRED AND SEVENTY THREE THOUSAND FRANCS tax free(673.000 Francs), whose exchange value in euros, indicated here on a purelyinformative basis is ONE HUNDRED TWO THOUSAND FIVE HUNDRED NINETY EIGHT EUROSAND NINETEEN CENTS (102.598,19 Euros), is paid in cash according to theaforesaid act which contains receipt of it.

A genuine copy of aforementioned act will bepublished in the second Office of the Mortgages of AVIGNON, prior to presents.

**- III-**

**PERMIT TO CONSTRUCT - INSURANCE**

The building permit wasacquired according to decree of the Mayor of APT of July 17th, 2000, under thenumber PC 84.003.99. Has 0067.

This license was posted inaccordance with the Law, knowledge:

· in Town hall, for the period from July 20th,2000 till September 20th, 2000, as it results from a certificate established byMr. Mayor of the commune of APT, on March 6th, 2001,

· and on the land, as it results from minutesof official report issued by Master Robert TEISSEIRE, Bailiff of justiceassociated in APT, on August 9th, 2000.

A certificate of non-appealwas issued on January 5th, 2001 by Mr. Mayor of the commune of APT.

The LESSEE declares, inaccordance with the provisions of the Law No. 78-12 of January 4th, 1978, tohave subscribed countered them following insurances, near the Company AXACOURTAGE, knowledge:

·                   insurance damage work, according to policyNo. 37.503.6.779.065 W

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·                   insurance civil liability manufacturer not director, according topolicy No. 37.503.6.779.065 W,

·                   comprehensive insurance construction site,according to policy No. 37.503.5.150.978.

**Subsequentfile of Intervention on Work (D.I.U.O)**

For the application of thearticle R. 238-38 of the Fair Labor Standards act, the LESSEE declares that thebuilding object of presents will be built within the framework of an operationof construction entering the field of application of the Law No. 93-1418 ofDecember 31st, 1993.

Consequently, the LESSEEforces himself to establish purposeful D.I.U.O. by the article L 235-15 of theFair Labor Standards act.

It obliges him to give acopy of D.I.U.O. to the LESSOR within five months of the accomplishment of construction.

**- IV-**

**INVESTMENT**

The amount of the investmentis evaluated at the sum of FIFTEEN MILLION FRANCS TAX-FREE (15.000.000 FrancsT.F.), of which the exchange value in euros, indicated here on a purelyinformative basis is TWO MILLIONS TWO HUNDRED EIGHTY SIX THOUSAND SEVEN HUNDREDTHIRTY FIVE EUROS AND TWENTY SIX CENTS (2.286.735,26 Euros), broken up asfollows:
| · | Purchase price of the land |          | 673.000,00    |   |
|--------|----------------------------|---------------|---------------|--------|
|   |                       |          |          |
| · | Acquisition expenses       |          | 14.500,00     |   |
|   |                       |          |          |
| · | Cost of construction       |          | 14.312.500,00 |   |
|   |                       |          |          |
| TOTAL  |                       | 15.000.000,00 |          |

 

Anyexpenses exceeding the maximum of 15.000.000 francs, will reside payable by theLESSEE who will notably take into account work that is not financeable byproperty leasing.

And subject to theguarantees stipulated hereafter under TITLE III - SPECIAL CONDITIONS, whichconstitutes one of the essential and determining conditions for the LESSOR,without which the present operation of leasing could not be authorized.

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**- V-**

Considering the particularcharacter of the operations of property leasing and owing to the fact that theintervention of the LESSOR was required by the LESSEE on a real program definedby him to satisfy its own needs, it is specified:

· that the LESSEE made and will make hispersonal deal of any administrative approvals relating to in particular,development, occupation, use or other of the buildings.

· and that all related risks with the natureof the acquisition of the aforementioned property (even for haphazard case ormajor force) are the responsibility of the LESSEE.

The LESSOR who can under nocircumstances be questioned by these categories.

**- VI-**

**INSTALLATIONS CLASSIFIED FOR THE PROTECTION OF THEENVIRONMENT**

The parties declare to havea perfect knowledge of law No. 75-633 of July 15th, 1975, of that No. 76-663 ofJuly 19th, 1976 (notably in its article 8-1) and of that No. 92-646 of July13th, 1992 (notably in its article 6) relating to installations classified forthe protection of the environment.

Under this regulation, theLESSEE declares to promise to make his personal business at his risks anddangers of all disorders and disadvantages that can result from his activityand from the violation of the provisions of the aforementioned laws.

The activity of the LESSEEraises regulation for the protection of the environment and a statement in thesense was made to the Prefecture of AVIGNON, for which a receipt of declarationwas delivered on June 14th, 2000.

The LESSEE obliges toreimburse to the LESSOR, the sums which this last would be led to pay if itsresponsibility could be sought, notably by artificial persons of public law aspart of the action which is recognized by some of them in article 26-1 of theaforementioned amended law of July 19th, 1976.

**- VII-**

The LESSEE accepted theconditions of pre-rents and rents offered by the LESSOR.

The present act determinesconsequently the GENERAL CONDITIONS in which the LESSOR offers to bring to theLESSEE initially the use as tenant,

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then possibly ownership ifthe LESSEE wants it of below indicated property.

THIS EXPOSED, it is passedto conventions object of presents.

**PLAN**

 

TheConventions will appear thus:

 

**PRELIMINARYCONVENTIONS**

 

Article 1 – Commitments of the LESSOR

Article 2 – Commitments of the LESSEE

Article 3 – Pre-rents

Article 4 – Insurance during the construction

Article 5 – Work management

Article 6 – Regulations of the amount of work

Article 7 – Completion of work

Article 8 – Compliance certificate

 

**TITLE I**

 

**GENERALCONDITIONS OF LOCATIONS**

 

A - Object and designation

B - Destination of places

C - Length

D - Expenses and conditions

E – Insurance

1) Subscription of the accruing policiesin packaging:

2) Subscription of the accruing policiesin contents

3) Various provisions

4) Disaster

F - Cession

1)By the LESSEE

2)By the LESSOR

G- Sublease, management, occupation

H- Security

I- Rent

J- Information relating to the replacement of French currency by the Europeanunique currency

K- Termination at the request of the LESSEE

 

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L - Terminationat the request of the LESSOR

M- Right of lease or option VAT.

N– Expropriation and requisition

 

**TITLE II**

 

**PROMISE UNILATERAL OF SALE**

 

O- Agreement to sell

P- Lifting of preliminary option

Q- Evacuation of places at the expiration of lease

R- Possible regularization of the deduction of the VAT

 

**TITLE III**

 

**SPECIAL CONDITIONS**

 

**TITLE IV**

 

**VARIOUS PROVISIONS**

 

**PRELIMINARY CONVENTIONS**

Article 1 - Commitments ofthe LESSOR

Provided that the LESSEErespects obligations contracted in the present contract, the LESSOR begins, atthe express request of the LESSEE and on his indications:

· to realize and/or to accomplish under theconditions defined below and to finance the property operation represented inaccount.

· to give leasable to the LESSEE theaforementioned property group, as part of an operation of credit leasecorrespondent to the article 1 (2) and to the following articles of the Law No.66-455 of July 2nd, 1966, and the subsequent texts, and notably article 57 ofthe Law of February 4th, 1995 relating to property leasing.

The maximum of the financingapproved by the LESSOR is fixed at the SPECIAL CONDITIONS. Any going beyondwill be dealt with by the LESSEE, the elements or parts of elements that thislast will finance becoming, per accession and without allowance, the propertyof the LESSOR, as of the moment when they will be incorporated in the unit.

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The LESSOR will not performany regulations before having become by possessing known authenticated deedwhich will be well brought up on construction, or tenured of a real right inreal estate on the aforementioned land.

Article 2 - Commitments ofthe LESSEE

Considering the particularcharacter of the operations of property leasing and due to the fact that theintervention of the LESSOR was required by the LESSEE on a property programdefined by him to satisfy its own needs, the LESSEE gets involved:

· to acquire all owed administrative approvalsfor the use of the land and for construction considered and to make them, ifneed be, to transfer them in the name of the LESSOR, to make sure that allnecessary formalities in this respect were indeed carried out, to justify it tothe LESSOR by the delivery of any documents, and this before the refund of anypayments already performed by the LESSEE or the signature by the LESSOR of anycommitment rising from the present contract.

· to intervene in the act of acquisition ofthe land and/or the real estate or with any other act conferring to the LESSORa real right to take the commitment to respect the conditions of theaforementioned contract, that it is both about particular or administrativeregulation and about obligations resulting from general or special conditionsof contract, conventions, etc., and this both during the period of constructionand till the end of leasing.

· to take in its exclusive responsibility allaccruing risks with the nature and the acquisition of the land, as well as takerisks of the/or fact born by construction (even for haphazard case or majorforce) normally taken by the building owner, notwithstanding all contrary legalprovisions.

· to carry out and to perform under its ownresponsibility, with the exclusion, however, of any contract of propertypromotion, as part of the general specifications and the estimates on which itmust have received the prior agreement of the LESSOR, the totality of the workplanned for construction, so that the LESSOR is only to pay the invoices andmemos.

To this end, the LESSORdelegates to the LESSEE, who accepts it, all expenses and obligations of thebuilding owner and gives him irrevocable mandate to accomplish constructionunder consideration, to be aiming, coordinating, and supervising until itscompletion, all operations necessary for this realization.

Article 3 – Pre-rent

The LESSEE will regulate tothe LESSOR by way of pre-rents until the date of possession of the places:

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· a payable commitment fee, fixed in advanceto the SPECIAL CONDITIONS; it will be calculated on the projected sum of theinvestment tax-free, and this as from the date specified in SPECIAL CONDITIONS.

· at the end of the quarter of the calendaryear and in the long term, calculated interests prorata on the amount of theactual withdrawn sums, including taxes, at the rate fixed to SPECIALCONDITIONS, however being specified that the amount corresponding to the VATincluded in the aforementioned payments will be deducted from the base ofcalculation at the end of a recovery delay defined in SPECIAL CONDITIONS.

These pre-rents will beregulated by opinion of sample issued by the LESSOR on the bank account whosereferences are indicated in the SPECIAL CONDITIONS.

Of express conventionbetween the parties and considering the option formulated with TITLE III -SPECIAL CONDITIONS, pre-rents will be increased of the VAT or the right oflease and any other tax which would come to supplement it or to replace it.

In the case of nonpaymentfor a date of payment, a term of pre-rents or non reimbursement at firstrequest of other sums regulated by the LESSOR as the expenses of the realestate, as the land levies and others, it will be owed by the LESSEE, withoutit being need of a prior demand, an interest of delay on non regulated sums,calculated at the rate of the interests of pre-rents increased by 4 % as fromthe day of the current liability, any month started being counted as a whole.

Article 4 - Insurance duringconstruction

The LESSEE will have to seeto it that the architects and contractors who participate in the constructionsuitably and sufficiently ensure the whole of the responsibilities which theyincur and to justify the LESSOR of it.

Moreover, with the intentionof covering risks related to the completion of the works of construction as forthe LESSOR by the LESSEE in its capacity as delegated building owner, policiesbelow, will be subscribed via an intermediary Council underwriter of theLESSOR:

**AON COUNCIL AND BROKERAGE**

**45, Kléber street**

 

**92697 - LEVALLOIS PERRET Cedex**

A - POLICY “ANY ON-SITERISKS”

a) this policy has as objectto guarantee material damages arising from the work during the duration of thework, the damages to the existing, the

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possible financial lossesand various expenses and fees, like covering the building in value for as new,the experts’ fees and the responsibility of the LESSOR or the LESSEE followingaccidental damages having origin from the work, to the amount of guaranteecompatible with the nature of the executed work and at the very least, for theduration of the work.

b) As of the signature ofthis contract, the insurance adviser of the LESSOR will contact the LESSEE whopromises to announce him without reservation all elements necessary for thedevelopment of this policy, as well as all elements tending to modify the riskin the course of the construction site. The LESSEE promises to take allobligations generally falling to the policyholder.

A copy of this policy willbe given to the LESSEE.

c) The LESSEE promises toallow the insurance adviser of the LESSOR to perform at any time, anyverification of the risks necessary to the development and for monitoring ofthis policy and to provide the LESSOR the completion date of the work, as wellas the final amount of the latter, this amount having the aim calculating thefinal premium after deduction of the provisional premium owed to thesubscription of the policy.

d) the LESSEE promises todeclare any disaster within the times requested by the policy and to provideall invoices and documents demanded by the insurer.

e) In case of disaster, theLESSOR will cash one or several allowances paid by the insurer, which will beintended for the reconstruction of the damaged work.

In case this indemnificationwould be insufficient, the LESSEE will have to support the entirety of thesurplus of the cost of work for reconstruction.

B - POLICY “DAMAGE ATWORK”

a) the LESSOR, in hiscapacity of building owner and owner on a purely principal basis will subscribeon his behalf and for his account that in the name and on behalf of the LESSEE,a policy “DAMAGE at WORK” in accordance with regulations enacted by Law No.78.12 of January 4th, 1978, bearing reform insurances of construction.

b) This insurance policy hasthe aim of guaranteeing the payment of the repair work of the damage, evenresulting from a vice of the soil or the nature for which among whom areresponsible the constructors in the sense of the article 1792-1 of the Civilcode, the manufacturers and the importers or the technical inspector, damage,which:

· compromise the solidity of the work,

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· make the work unsuitable for itsdestination,

· affect the elements of inseparable equipmentof the Works of viability, foundation, field and of cover within the meaning ofarticle 1792-2 of the Civil code and, make the work unsuitable to itsdestination.

This policy also covers thedamage which affect the elements of equipment of construction and which doesnot make the work unsuitable to its destination and this, during a length of 2years from reception.

It also comprises theguarantee of the consecutive immaterial damage.

This insurance policysubscribed as of the opening of the construction site will guarantee thebuilding owner as well as all successive owners during a length of ten yearsfrom the reception of the work.

c) As of the signature ofthis contract, the insurance adviser of the LESSOR will contact the LESSEE whowill engage with him all elements and documents necessary to the subscriptionof this policy.

d) A copy of this policywill be given to the LESSEE who promises to communicate to the insurer allelements tending to modify the risk and to assume all obligations generallyfalling to the policyholder.

e) The LESSEE promises toallow the insurer of the LESSOR to perform at any time, all technical check ofthe necessary risk to the development and to follow-up on this assurance and tofurnish to the LESSOR and his insurer, the date of reception of work as well asthe final amount of the accounts, this amount having the aim of calculating thefinal premium, after deducting the provisional premium owed to the subscriptionof the contract.

f) In the event of disaster,the LESSEE gets involved to make statements for any delays required by thepolicy to the LESSOR and to his insurer and in furnishing any documentnecessary to the settlement of the claim (insurance certificates, detaileddescription of work, plans).

C - POLICY “CIVILRESPONSIBILITY OF THE BUILDERS NON-DIRECTORS”

The LESSOR in his capacityas building owner, will subscribe both for his count and on behalf of theLESSEE, a policy of said insurance as “CIVIL RESPONSIBILITY OF THE BUILDERSNON-DIRECTORS”, intended to cover their ten-year responsibility.

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The payment of premiumscorresponding to the insurances above and constituting accessories at theexpense of construction will be performed by the LESSOR and included in thecapital cost within the limit of the total amount specified in SPECIALCONDITIONS.

If this amount was alreadyattained, the LESSEE promises to pay off directly or to reimburse the LESSOR,in fifteen days of his request, exceeding it noted.

The rates of applicablepremiums to the aforementioned policies, as well as the range of the guaranteeare subordinated to the technical check performed on the BUILDING underconstruction by an acknowledged technical office.

The LESSOR will ask for theintervention of the office of control of his choice which will have the role ofcontrolling the design of the work and completion of the work during theconstruction of the building. This control will be at the very least of type L.In case of intervention on existing, a control of type E is obligatory.

The payment of expensesrelated to the execution of the mission of control constituting of theaccessories at the cost of construction will be carried out by the LESSOR andincluded in the cost of the investment, within the limits of the total amountspecified in SPECIAL CONDITIONS.

If this amount was already attained,the LESSEE promises to pay off directly or to reimburse the determined surplusto the LESSOR, within fifteen days of his request, noting the surplus.

The LESSOR will perform nodisbursement applying to built buildings or to building work in case theGENERAL COMPANY Of INSURANCE AND FORESIGHT (SOCIÉTÉ GÉNÉRALE D’ASSURANCES ET DEPRÉVOYANCE - SGAP) could not obtain from the LESSEE the documents necessary tothe constitution of the file allowing the interim deliverance of subscriptionof insurances above.

Article 5 - Direction ofwork

The start date of the workis fixed to the SPECIAL CONDITIONS.

The alteration work of theland, if it is necessary, and those of construction will be accomplished, asfor the LESSOR, under direction and responsibility of the LESSEE, in complianceof plans and detailed estimated by which, presented by this last, will havebeen accepted by the LESSOR to which will be given a certified true copy of themarkets and conventions passed with the contractors and the architects, researchdepartments, etc.  A copy of each ofthese documents, matched by a projected calendar of work of the schedule of duedates of regulations and any useful indication so that the LESSOR can followthe evolution of construction and control the expenditure any time, must begiven to him before the signature of the act which will allow him to have theland.

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The LESSEE, acting asbuilding owner, will demand that companies resorting to subcontracting in wholeor part, obtain beforehand written approval of every subcontractor and theapproval of the terms of payment by the LESSOR, building owner.

It will fall to the LESEE,under its exclusive responsibility, to look after the respect of the legalprovisions relating to subcontracting by being notably sure that a guarantee isprovided to the subcontractor not profiting pad from the delegation of payment,in such a way that the LESSOR will not be questioned or queried on thissubject.

The withdrawals of theLESSOR are subordinated to the respect of the provisions of Law number 75-1334of December 31st, 1975, amended on January 6th, 1986, and with its texts ofapplication.

The LESSEE will communicateat the same time to the LESSOR the name of the architect, that or the corporatename of the contractors as well as of their subcontractors; he will have toperform, with his expenses by an office of approved control, technical control,both in lesson and at the end of work and communicate the minutes to theLESSOR, from their reception.

Article 6 - Regulations ofthe amount of work

Every month, the LESSEE willpresent to the LESSOR, matched on the one hand of his seal and signature underthe “Good mention to pay”, and supported on the other hand by the signature ofthe architect, the memos, invoices of contractors and notes of fees,established in the name of the LESSOR, in accordance with the directives whichwill be given by him.

After document collation,the LESSOR will proceed to the regulation in cash of the memos, invoices andnotes of fees which will have been presented to him under the conditions fixedabove.

The agreements passedthrough the LESSEE with the contractors, will have to provide that theretention of monies will be replaced, in accordance with the provisions ofarticle 2 of the Law No. 71-584 of July 16th, 1971, by the joint deposit of thebanker of the contractor, established according to the model which will begiven to the LESSEE. Deposits established in aid of the LESSOR will however, bein keeping with the LESSEE, managed by this last who will assure deliverance,pronounce any reservations and give any release of claim.

Article 7 – Completion ofwork

The fixed date for theaccomplishment of the work is pointed out in SPECIAL CONDITIONS.

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If, because of unforeseendelays, the work would not be completed at the date indicated, the LESSOR couldgrant for their completion a time of which the duration is fixed at the SPECIALCONDITIONS; the conditions of interests to regulate the title of the pre-rentsduring this time are equally specified.

The minutes of receptionwill be signed by the LESSEE who obliges to forward them to the LESSOR.

The declaration ofcompletion will be signed by the LESSEE in its capacity as owner & buildingdeputy and transmitted to the Administration, within the time limit.  It will have to be justified with the LESSOR.

Article 8 – ComplianceCertificate

The LESSEE will give thecertificate of compliance to the LESSOR in the month of his delivery.

If the aforementionedcompliance certificate is not obtained within two years, as from the deliveryof construction, the LESSOR will be able, if there is suitability, to make useof the clause of termination stipulated under paragraph L of GENERALCONDITIONS.

In this case, regulatedrents or remainder due, representing the counterpart of the provision of thebuildings, as well as the regulated pre-rents or remainder owed, will remainacquired to the LESSOR.

The LESSEE obliges:

· to carry out with its expenses, withoutrecourse against the LESSOR, all work and transformations which would be imposedby the administrative authority in the event of construction non conformitywhich made it possible to build and/or in with the payments of town planning inforce, or which would be imposed by the Administration, for the delivery of thecompliance certificate of compliance.

· to expressly guarantee the LESSOR of therefunding of all sums or penalties, this last of which could be indebted at arate of the edification of the property group, being the subject of thisleasing and non conformity with the building permit .

· to make its personal deal of this situationand to guarantee the LESSOR of any confusion or detriment of this nature.

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**TITLE I**

**GENERAL CONDITIONS OF LOCATION**

**A - Object and designation**

The LESSOR makes lease andgives to rent, in conformity with Law No. 66-455 of July 2nd, 1966, ofsubsequent texts and notably of the article 57 of the Law of February 4th, 1995relating to the property leasing, to the LESSEE, which is accepted for him byits representative,

The BUILDING by whichdesignation follows:

**DESIGNATION OF THE BUILDING OBJECT OF PRESENTS**

**City of APT (Vaucluse)**

1) A located land in APT(Vaucluse), registered with the land registry section AK under the numbers, toknow:
| · locality 165, «  Degan Way », for a capacity of    |   | 1603 square meters, |
|---------------------------------------------------------------------|--------|---------------------|
| · and locality 190  « Degan Way », for a capacity of |   | 2466 square meters  |
|                                                                |   |                |
| A complete capacity of                                              |   | 4069 square meters  |

 

2)And constructions to be built on the aforementioned land, having to consistafter completion of a building with use of laboratory of manufacture, anoverall surface net clear of 1550-square meters (Surface Hors-Oeuvre Nette -SHON).

As the aforementioned goodswill exist, extend, continue and comprise, with all their wealth, circumstancesand dependency, together all buildings by destination that can depend on it,and any rights of joint ownership there attached, without any exception norreservation and without it being made a more fuller designation, the LESSEEknowing the places perfectly.

**STATEMENT ON THE RELATIVE EFFECT**

To satisfy the provisions ofthe 32, paragraph 2 of the Decree 55-1350 of October 14th, 1955, it isspecified that the BUILDING object of presents belongs to the LESSOR, to know:

· constructions, to make them build under theterms of the permit building above aimed, without conferring privilege ofarchitect, contractor, workman or other,

· and the land, to have acquired it under theterms of an act received this day by MISS JAFFARY, Notary in APT.

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Agenuine copy of the aforementioned act will be published in the second Officeof the Mortgages of AVIGNON, prior to presents.

**B - Destination of places**

Throughout the duration ofthe leasing contract, the LESSEE will not be able to affect the rentedproperty, as it obliges to with it, as in the exploitation indicated in TITLEIII of this contract.

This destination will haveto be the object of no change without the express and written agreement of theLESSOR. Under no circumstances, will the LESSOR be searched for any case wherethe LESSEE would infringe this rule of destination; the consequences will bethe exclusive responsibility of the LESSEE.

**C - Length**

The present lease isauthorized and accepted for a number of whole and successive years; theeffective date and the number of years are fixed to TITLE III.

**D - Expenses and conditions**

The present lease, moreover,is authorized and accepted under the following responsibilities and GENERALCONDITIONS, which the LESSEE obliges to carry out and achieve, to know:

1) the LESSEE will take the places rented in theirstate at the day of the entry in use, without being able to require of theLESSOR any installation, nor any repair at some time and of any nature that itmay be.

1) The LESSEE will take therented places in their state on the day of possession, without being able todemand of the LESSOR any development, or any repair at any time and whatevernature it is.

2) However good it may seemto the LESSOR, it will be drawn up contradictorily between the parties on themonth possession an appraisal at the expense of the LESSEE.

The LESSEE avoids exertingagainst the LESSOR any recourse at the rate of defects caused by badworkmanship, vices or defects visible or hidden, really they would prevent theuse of the rented places, and without being able to aspire to any reduction ofrent or allowances.

Because of this, the LESSEEis obliged to report to the LESSOR, in the month of their determination, anydefects or vices that it would detect in the construction industry to allow theLESSOR if he considers it useful, any unspecified recourse.

Moreover, the LESSEE willnot be able to appeal against the LESSOR in the event of damage of fire orexplosion, flood damage, or any other circumstance damaging the rentedproperty, in the event of complete or partial cessation of his activity causedby material or immaterial damages, whatever the cause is.

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No indemnification could beclaimed with the LESSOR, for deprivation of use, trading losses or any director indirect unspecified damage.

3) The LESSEE will make withhis expenses, during the course of the lease, all repair, maintenance work andreplacement of any nature including fences, closings, iron curtains and others,parquet floors, tilings, iron work, plumbing, joinery, sanitary appliances,etc..., this list being only enunciated and not at all limited, but also majorrepairs such as they are defined by the article 606 of the Civil code, so thatthe whole is always in good condition, clear of any deterioration ordegradation of all kinds.

The LESSEE will endure thatthe LESSOR will carry out at the expense of the LESSEE in the rented places allrepair work which would be necessary, due to its deficiency, the whole withoutbeing able to claim with any allowance, or reduction in rent, the LESSEEexpressly renouncing for the benefit of the of the provisions of article 1724,second subparagraph of the Civil code.

4) The LESSEE will not beable to make without the express consent of the LESSOR in the rented places, noimportant change of distribution, no opening in walls, and no modification. Inany event, all work which the LESSEE will carry out, will be under itsresponsibility and in its expenses, risks and dangers. In case work would touchthe wholesale trade work, they will be subjected to the surveillance of thearchitect of the LESSOR, whose fees (vacations) will be the responsibility ofthe LESSEE.  The aforementioned architectwill notably be made responsible for recognizing if work performed does notharm the aspect and the solidity of the building and does not decrease itsvalue.

The LESSEE promises,moreover, not to load the floors beyond what will be accepted, after checking,by an office or a specialized organization, whose expenses and fees will be theresponsibility of the LESSEE.

5) The LESSEE will leave ingood condition and without allowance, during his exit, for whatever reason itis and, notably for arrival of the lease in its term or anticipatedcancellation, all installation, increases and improvements, unless the LESSORdoes not claim the re-establishment of all or part of the places in the statethey were in the day of the effective date of the present lease, consideringmodifications authorized expressly by the LESSOR.

The LESSOR reserves himself,moreover, the choice between the material execution of work necessary or anallowance representative of their expense, which allowance will constitute aprivileged credit, as well as the rent. Works of re-establishment, if they musttake place, will be carried out under the control of the architect of theLESSOR, at the expense of the LESSEE.

All executed work during thelease, whatever title it is, will have to be the object of an insurancecovering the responsibilities while resulting.

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6) THE LESSEE will have toleave with the LESSOR, or to all people whom this one will delegate, afterhaving been notified it of it, free access to the rented places, all the goodtime which would seem to him to judge their state.

7) The LESSEE will furnishthe rented places and will hold them constantly furnished with of material,pieces of furniture and movable objects, goods, in sufficient and of value toanswer the payment of rents and execution of all conditions of lease, at alltimes.

8) Considering theparticular nature of this contract, the LESSEE will support all obligationsrelating to the hiring of real estate goods generally falling to the LESSOR, aswell as the movable personal contributions, professional taxes, or all thosewhich would be substituted for them, taxes of all kinds, including annual taxon offices, domestic garbage, discharge with the sewer, sweeping, or all thosewhich would have to be replaced or to be added to it, so that the LESSOR isnever questioned or queried on this subject.

It will discharge byinforming the LESSOR, or reimburse him at first request, all taxes, notablyland, contributions and any expenses to which the rented places or the tenancyitself could be subjected, so that in any assumption rents hereafter fixedeither perceived net of all unspecified real expenses, with the only exclusionof the taxes likely to burden the income of the tenancy which are and willreside payable by the LESSOR. Refund or payment of these expenses by the LESSEEwill have to be carried out in the form of a supplementary benefit of rent.

The LESSEE will only supportand remain moreover, responsible for all errors, insufficiencies or omissionsof declaration which would be attributable to him and that would be detrimentalfor the LESSOR.

9) The LESSEE, final debtorof levies, taxes and expenses burdening the rented places or the tenancy, willhave the faculty to dispute the amount or the principle of any imposition ofwhich it will have to directly or indirectly support, but it will be able toformulate this dispute only after administrations or interested groups,expenses, risks and exclusive dangers, in the name of the LESSOR who delegatesto him, by the present ones, as a need, all powers useful to this effect. Anyclaims or disputes which would be formulated by the LESSEE to the LESSOR wouldbe regarded as inoperative, the LESSOR not intending to take the load ofpossible disputes near the administrations or organizations. Nevertheless, sucha dispute will not be able to cause the delay the date of current liability ofthese expenses.

Any refund of levies ortaxes, as all reductions which could be obtained, will profit with the LESSEEexclusively.

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It is expressly agreedbetween the parties that payments of back taxes, whatever is the nature or theclause, relating to the building object of the present leasing contract, in theacquisition of aforementioned building or in the leasing contract, would besupported in principal, interests, expenses and attachments by the LESSEEwithout recourse against the LESSOR.

10) In the case where therented property would depend on a joint ownership, the LESSEE will reimburse tothe LESSOR all sums paid by him to the property manager of joint ownership forexpenses and work.

The LESSOR gives any powersto the LESSEE from now to represent it to the General meetings of jointownership.

11) The LESSEE gets involvedto conform to all decrees, in particular municipal, present and to come, forall that relates to the storage of all fuels (quantity and methods of storage),of any inflammable and toxic products and, in general, with any regulationrelating to pollution and the environment.

Also, it will be exclusivelyup to the LESSEE to do what is necessary to destroy in its expenses, from theirappearance, any insects, rodents or other parasites.

12) The LESSEE promises notto do anything that can harm the peace or the peaceful use of the otheroccupants or neighbors of the building, both on the occasion of deliveries andas with those of the comings and goings of the employed personnel and, in thesame way, to make use even in parties, or rented places with activity that canharm the morality or the good behavior of the property complex.

13) The LESSEE will have tomake her personal deal and without recourse against the LESSOR of theconstraints of any nature burdening or that can burden the aforementioned landsand constructions, except to defend themselves from it, and to use thoseactive, if need be.

If the property complex wereto be constructed on a land located in a regulated zone, the LESSEE obliges torespect all regulations, whatever nature they are, including those payable bythe owner which can result from conditions of contract and other documentsregulating this zone.

14) Insofar as it has chosenor is compelled to hold a compatibility of the commercial type, the LESSEEobliges, for the duration of leasing, to produce to the LESSOR, at firstrequest, a certified true copy of balance sheets and income statements, as wellas a copy of the reports of the Board of Directors General meeting and of theAuditors.

The LESSEE will inform theLESSOR of the inscriptions of privilege which could be taken in its opposition,under the terms of legislative and regulation 

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texts as well as all operationsof movable leasing related with goods installed in the buildings being subjectof this leasing.

15) The LESSEE obliges withthe respect of any current or future regulation relating to occupation, use anddevelopment of the property complex and in activity by him exercised. Moreespecially as for the safety regulations, it expressly avoids using thebuildings, as long as it would not be capable of giving proof to the LESSOR ofthe accomplishment of the required formalities, as well as possibly, necessaryauthorization planned for the protection against panic and fire hazards in theestablishments receiving of the public.

The LESSEE will not be able,for whatever reason it is, to invoke difficulties which it could encounterwithin the framework of the execution of his obligations and in the respect ofthe provisions above, to withdraw itself from the expenses, notably financial,of this contract, or to claim with the LESSOR an allowance or reduction of theobligations which fall on to him.

16) In the eventconstruction is the subject of the present contract would have been built on aland whose LESSOR would be tenant under a lease with construction orauthorized, whatever form it is, by the owner of the land to be used as it willplease him, the rents of leases or allowances paid to the owner of the landwill be reimbursed by the LESSEE to the LESSOR in addition to the terms ofrents defined below. The LESSEE obliges moreover, to respect the clauses andconditions of the contract by which the LESSOR can have the land.

**E - Insurance**

In the common intention ofthe parties, the leased out buildings must be maintained, for the duration ofthe lease, in their complete integrity. To this end, the contracts ofinsurance, signed or to subscribe, will have to guarantee their possibleintegral reconstitution and the detrimental consequences of a disaster,regarding whoever it is, third included/understood.

In the event ofinsufficiency of the contracts, the pecuniary consequences of a disaster willfall, after payment by the insurance companies, to the LESSEE who gets involvedthere.

The LESSEE will guaranteeboth for his own account and for that of the LESSOR near manifestly solventcompanies, the pecuniary consequences of the civil liability as one or otherone could incur with some title and for whatever reason it is.

1) Subscription of theaccruing policies in packaging

a) The LESSEE will subscribeto his own insurer, for his account as well as for

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that of the LESSOR, acontract of insurance intended to cover the real goods and all developments andinstallations of natural property placed at the disposal of the LESSEE.

This contract will cover thefollowing risks:

· fire, lightning, any explosions in value asnew,

· loss of the leasing rents (18 months) orpre-rents and/or deprivation of use

· electrical damage,

· expert’s fee,

· storms, hurricanes, cyclones, waterspouts,tornadoes, hail on roofing,

· strikes, riots, popular movements,

· shock of a vehicle of the Earth,

· falls of airplanes and space devices,

· smoke,

· flood damage,

· civil liability of the owner of thebuilding,

· recourse of the neighbors and third parties,

· broken windows,

and will consist of a clauseof renunciation of recourse against the LESSOR.

b) If the LESSEE considersinsufficient the guarantees above, it will be able to subscribe to allinsurances which would appear to him necessary to supplement or improveguarantees imposed by the LESSOR. The LESSEE will not be able to prevailhimself of an insufficiency of coverage of the risks which would be theconsequence of an exclusion or a non guarantee not to carry out obligations putin its load by the leasing contract.

The LESSEE alreadyauthorizes the LESSOR, and this for the duration of leasing, to carry out, atany time, any checks on risks necessary to the development and the follow-up ofthese insurances.

2) Subscription of therelevant policies in contents

a) Moreover, the LESSEE willhave to ensure for common account if necessary, developments and comparableinstallations to the objects or pieces of furniture becoming buildings bydestination or use, the furniture and personal properties, the goods, theequipment and, in general, all property belonging to him or installed at hisexpense as well as the responsibilities following both from the possession ofthe aforementioned property and for its quality from occupant and owner ormanufacturer.

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This contract will cover thefollowing risks:

· fire, including fire due to ill will,lightning, explosion in value of replacement or in value of new depending oncircumstances (pieces of furniture or buildings).

· fall of airplanes and space devices,

· storms, hurricanes, tornadoes,

· strikes, riots and popular movements,

· flood damage,

· theft,

· civil liability,

· recourse of the neighbors and third parties,

And will include a clause ofrenunciation of any recourse against the LESSOR.

b) An insurance policycovering the trading losses will have, moreover, being subscribed by the LESSEEof the buildings, which abandons the idea of exercising a recourse of thischief against the LESSOR, in the event of complete or partial cessation of itsactivity, caused by material or immaterial damages, whatever the reason. TheLESSEE gives as of now his consent so that the insurance company delegates tothe LESSOR the leasing rents consisted of assured overheads.

3) Various Provisions

a) The annual premiums willbe discharged by the LESSEE who obliges and will have to justify at firstrequest of the LESSOR, and this although these policies are necessarily signedas well for its account as on behalf of the LESSOR who gives to the LESSEE, bythe present, mandate to this effect, in the terms of article 1984 of the Civilcode, which is accepted by the LESSEE.

These provisions willinvolve the obligation for the LESSEE:

· to clearly emphasize in the policies thequality recognized by him to the LESSOR of direct beneficiary and in fullmeasure of the allowances relating to property packaging;

· to communicate to the interested companies,so that they are not aware of any, a certified copy of the stipulations of 1)and 2) of TITLE I, E - Insurance, as well as these various provisions;

· to take with the aforementioned companiesthe required measures necessary for immediate and direct information of the**LESSOR, all non payment complete or partial of the premiumsin the month of their expiry and before their effective date, all suspension,cancellation or reduction of concerned guarantees and this whatever are thecauses, except a prior and written agreement of the LESSOR. These provisionsconstitute an essential and decisive condition without which the presentcontract would not have been concluded. Consequently, the LESSOR will be able,if there is suitability to make use of the termination clause at the request ofthe LESSOR 

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stipulated hereafter in theevent of serious failure that can affect the extent or the validity of thepolicies;

· to address, consequently, with the LESSOR,in its first request, a certificate emanating from the aforementionedcompanies, detailing the risks and responsibilities covered as well as thecorresponding amounts.

b) It will have to bejustified by any policies signed by all interested parties before theacquisition of the building by the LESSOR and of which the effect would benefitthe successive purchasers: It will be obligatorily thus, in particular, thepolicies concerning expected construction by the legislation in force.

c) The LESSEE will make,moreover, his personal business of any damage caused in the developments whichhe will perform in the leased buildings, as well as of those caused with thefurniture, equipment, goods and any objects of which he would be possessor,whatever title it may be.

d) The LESSEE will have tobe able to justify at first request of the LESSOR of a subscription “Preventionand fire control” near an approved organization by the Plenary Assembly of theinsurance companies against the fire, whose missions will cover at the veryleast obligations born of all legal or lawful provisions present or to comerelating itself to nature and the destination of the buildings.

e) The LESSEE will have,with regard to the work carried out throughout leasing, to ensure work orsupplementary works in reference so much to the legal provisions as under thepresent contract, as well during the execution as after completion (Indemnityinsurances with work, fire, civil liability, etc).

f) In the event thebuildings to be insured would depend on a joint ownership, it will be heldaccountable of the insurances against fire and other risks contracted by thecare of the property manager, in conditions envisioned in the regulations ofjoint ownership.

The insurances to be signedas a supplement by the LESSEE will have to, on one hand, cover works,developments and installations carried out by him and in which, because of thisa collective guarantee taken by the property manager cannot be extended and, onthe other hand, to supplement this collective guarantee in such a way that allthe risks and responsibilities are assured in kind in sums, as asked fromparagraphs 1) and 2) which precede.

The premiums related withthe policies signed by joint ownership will be included in the expenses whosepayment is recalled under the article D - 8). Being specified here with thiseffect, the LESSOR gives mandate to the LESSEE who accepts, for the purpose ofregulating the premiums directly to the property manager.

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4) Disaster

a) The LESSEE will have todeclare to the insurer, in the forms envisioned with the contract of insurance,any disaster, whatever is the importance, even if it does not result anapparent damage; a certified true copy will be addressed the same day to theLESSOR by registered mail.

b) In the case where,following a fire, from an explosion, whatever is the origin, of any disaster,the buildings leased would come to be destroyed partially or entirely, or madeunusable, the present convention, notwithstanding the provisions of article1722 of the Civil code, would not be cancelled and would continue in itseffect.

Consequently, the LESSOR promisesto give mandate to the LESSEE so that it undertakes the reconstruction of theentirety of the stricken property, LESSOR reserving the right to constantlycontrol the completion of the work by his architect.

The insurance indemnitieswill be versed between the hands of the LESSOR who will assign them to theregulations of repair work; the LESSOR being held for this reason at the levelof perceived tax-free indemnification.

Any sums discharged by theLESSOR with the title of the VAT will give way to the profit of the latter tointerests paid by the LESSEE in conditions which will then be determinedbetween the parties and this, until the LESSOR is credited by theAdministration.

In the event ofinsufficiency, for whatever reason it is, the LESSEE will be held to completeof its monies any complement of expenditure.

The LESSEE will have tocarry out this reconstruction on an equally developed surface, on behalf of theLESSOR, respecting the regulations of town planning in force, with the aid ofmaterials of the same quality.

The reconstruction will haveto start in the six months which will follow the disaster to imperatively endin the twenty four months of the date of the disaster, except impossibilityduly noted by both parties.

c) The LESSOR will determine,in agreement with the LESSEE, the methods according to which it will regulatedirectly with the architects and contractors the amount of their memos, usingthe received funds of the Insurance Companies.

d) The LESSEE will, beforethe start of work, provide to the LESSOR the guarantee interdependent of abank, promising to answer in its place and place in the calls for capital ofthe architects and contractors for the non covered sums by the insurancecompanies, except for an agreement between the undersigned parties.

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e) For lack of supplementingthe insurance indemnity or bringing the guarantee evoked above, and that beforethe beginning of work, the lease will be automatically cancelled however, goodit seems to the LESSOR. This cancellation will involve the loss of the benefitof the commitment to sell, as well as the assumption of responsibility by theLESSEE of the regulations of an indemnification sum of which is fixed underTITLE III – SPECIAL CONDITIONS, to which will be added one year of rent.

Nevertheless, in order tosecure consequences of the lease cancellation from which it comes to be spoken,the LESSEE will be able, if it wishes it, to prevail itself of the clause oflifting the anticipated option (TITLE II - P) and this, whatever the date ofthe disaster, on the condition of warning the LESSOR by registered letter withacknowledgement of receipt.

The repurchase will takeplace within three months, the LESSEE in front of, in addition to therepurchase price defined in TITLE III - SPECIAL CONDITIONS for the end of theyear in progress, to pay a whole year of rent to the LESSOR.

In one as in the other oneof these two cases, the insurance indemnity received by the LESSOR willattribute, after subtraction of sums possibly due to the Tax authorities withthe title of the perception of allowance, with due competition to all sums owedby the LESSEE.

If there is cancellation asdefined in the first subparagraph of the present article, the surplus willremain the property of the LESSOR. If there is application of the clause ofrepurchase, the surplus will return to the LESSEE.

f) The LESSEE will continueto discharge regularly, notwithstanding the disaster and for the duration ofthe reconstruction of the completely or partly destroyed places, in principaland in attachments if any.

Any allowances paid to theLESSOR as insurance “loss of rents” and / or deprivation of use will be chargedto the rent due.

g) In the case for whateverreason it is, the LESSEE would encounter an impossibility of reconstruction notof his own fault, and even in case this reconstruction would be possible onlypartly, the LESSEE will be able in his choice:

· Ask for the termination of the LEASE, inwhich case he will have to pay to the LESSOR the indemnification envisioned inTITLE III – SPECIAL CONDITIONS, increased by six months of rent.

In this case, the insuranceindemnity received by the LESSOR will attribute, after subtraction of sumspossibly due to the Tax authorities, in due

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competition, on sums owed bythe LESSEE. If this indemnification, such as it has just been said, were higherthan these sums, the surplus will remain the property of the LESSOR.

The termination such as ithas been asked, will automatically carry the loss of the benefit of thecommitment to sell.

· That is to say to acquire property rented inthe care of the commitment to sell, for the entire remittance of the priceenvisioned in TITLE III - SPECIAL CONDITIONS, to which will be added the sum ofsix months of rent.

In this case, the insuranceindemnities received by the LESSOR will attribute, after subtraction of sumspossibly owed to the Tax authorities, with due competition on sums owed by theLESSEE. If this indemnification, such as it has just been said, was higher thanthese sums, the surplus would be paid to the LESSEE.

h) The fixation of the sumof indemnification which can be due by the Insurance Companies, at a rate ofpartial or total loss which has occurred in the rented places, will be agreedby the LESSOR in the presence of the LESSEE.

The offers which would bemade by the Insurance Companies could be accepted by the LESSOR only with theagreement of the LESSEE, but this one will not be able to differ its responsebeyond a maximum delay of one month from the notification which will be made tohim by the LESSOR of its intention to accept the suggested offers. Thisnotification will be carried out by registered letter with a notice of receipt.

In the event of disagreementof the LESSEE on the amount of the indemnification given by the Insurance Companies,the LESSOR authorizes the LESSEE to question, at his risks and dangers and inthe name of the LESSOR, the sum of this indemnification, to cause anyevaluations and to introduce any actions which he will notify, with load forcalling him the LESSOR in intervention in debate and in procedure.

For the duration of thedispute, the LESSEE will continue to pay the amount of the owed rents duringthe period considered. It will support, moreover, and will directly dischargethe unspecified expenses, rights and fees which could be due.

On the assumption that thedispute of the LESSEE would have, as a result, to delay the beginning ofreconstruction work, the times above defined in article E 4), b), will start torun only on the day when the Insurance Companies will have given theiragreement for the beginning of work.

If the dispute by the LESSEEof the offer which the LESSOR was willing to accept would lead, for whateverreason it is in the fixing of a lower 

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indemnification to thataccepted by the LESSOR, the LESSEE forces himself to pay, from his sums ofmoney, to the LESSOR, the difference between the final indemnification and theoffer accepted by the LESSOR.

**F - Cession**

1) The LESSEE

The LESSEE will not be ableto yield his right, entirely or partly to the present leasing, if it does notbelong to the purchaser of his business, without the express and writtenconsent of the LESSOR, under penalty of nullity of the transfer authorized tothe contempt of this clause, and even of termination of the present leasing,however good it may seems to the LESSOR.

The possible transfer of thepresent leasing will obligatorily carry and in full, transfer of the benefit ofthe below approved agreement to sell.

Moreover, the yieldingLESSEE, will be jointly held with his assignee of all the obligations put inhis load by presents and, in particular, of the payment of the rents in theirterm and the whole execution of all the clauses of the present leasing.

Consequently, all successivetenants, even those which, having yielded their right to leasing, would notoccupy the rented places anymore, will be held jointly between them regardingthe LESSOR of the payment of rents and expenses and the execution of all theclauses and conditions of leasing, so that the lease can act against allsuccessive tenants, or any of them, held in common by the whole, without thembeing able to oppose the benefit of discussion or division.

The stipulations whichprecede apply to all the cases of transfer, whatever form it is, as with thecontribution of the right to leasing in any company in whatever form it is,whether this contribution is made to a new or preexistent company.

The transfer or the raisingof capital will have to be carried out in the presence of the LESSOR or he dulycalled by means of a simple letter registered with notice of receipt addressedto its registered office at least eight days in advance

The transfer or contributionin Company will have to be accomplished in the presence of the LESSOR or dulycalled by means of a simple registered letter with notice of receipt addressedto its registered office at least eight days in advance.

The transfer or thecontribution will be determined by an authenticated deed from which anexecutable copy will be delivered without expenses to the LESSOR.

2) By the LESSOR

In accordance with theprovisions of the 1st article-1 of the Law No. 66-455 of July 2nd, 1966 and thesubsequent texts, the LESSOR obliges in the event sale or disposal of thegoods, object of the present lease, for this duration, to impose on hispurchaser, assignee or to successor in title, the execution of all clauses andconditions of the present conventions of leasing.

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In the event of transfer ofcredits, born with the title of this contract, in a common fund of credits inaccordance with legal and lawful provisions in force, the transfer of safetiesthat can guarantee every credit, including, if necessary, the benefit of theinsurances, will be carried out in full in the benefit of fund, in accordancewith the provisions of article 34 subparagraph 7 of the Law No. 88-1201 ofDecember 23rd, 1998, modified.

Moreover, the load of therecovery of the debts thus yielded could be transferred according to provisionsenvisioned in article 36, subparagraph 2 of the aforementioned Law. In thiscase, the LESSEE will be informed about it by a simple letter.

**G - Sublease**

The LESSEE has the facultyto sublease all or part of the buildings, object of the present contract underthe following reservations in which it could not be derogated under penalty ofcancellation:

1) Any complete or partialsublease of the buildings to be approved by the LESSEE only with prioragreement and written of the LESSOR.

Any sub-renting total or partial of the buildings tobe agreed by the LESSEE only with

2) In the event ofauthorization of sublease, the LESSEE will be obliged to respect the followingconditions:

· authorized subleases will not have to expireunder any circumstances after the leasing contract.

· all consecutive work of development orrepair in sublease will remain in the exclusive load of the LESSEE, as well asindemnification of all kinds which could be claimed by the subtenants whatevertitle it is.

· the termination of the leasing contract,whatever is the reason, will automatically carry that of authorized subleases.

· in the event of non-payment of the sums dueto the title of leasing, LESSEE already authorizes the LESSOR to directlyperceive any sum due to his subtenants.

3) The clause hereafter willhave to be completely reproduced in any contract of sublease authorized by theLESSEE:

*“The right to the enjoyment of therented places results for the LESSOR of a leasing contract which was authorizedto him by credit-lessor, which will expire on                        ,whose subtenant acknowledges having acquainted and promises to respect theterms.*

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*Prior to the present sublease, thesubtenant specifically acknowledges having been informed that the subleasewhich is authorized to him depends on the existence of the leasing contractwhose LESSOR is tenured.*

*Therefore, subleasing will expireirrevocably during the occurrence of the term of the leasing contract in theabsence of lifting the option to sell by the LESSOR, or at the time of itscancellation for whatever reason it is.*

*In the event of expiration of theleasing contract, without the LESSOR exercising, or the anticipatedcancellation option to sell of the leasing contract, for whatever reason it is,the subtenant will be required to immediately release the places rented withoutbeing able to oppose a right on the foundation of the present contract to theCompany of leasing remaining the owner.*

*The LESSOR and the subtenantprovide for the profit of the credit-lessor, the credit of the rents resultingfrom the present contract.*

*At first request of thecredit-lessor, the subtenant will be required to pay in the hands of this one,any sum of which it would be indebted towards the LESSOR.”*

**H - Security**

The LESSEE will not be ableto give in security the commerce funds exploited in the building being thesubject of this contract, only after having notified the LESSOR OF IT byregistered letter with acknowledgement of receipt and received his writtenconsent.

In the case a security wouldhave been authorized to the contempt of this clause, just as in where aninscription was appraised by a third, and found valid by a judicial decisionpassed in force, would not have been raised by the execution of the decision,the LESSOR will be able to terminate the contract, if it seems good to him: theconditions of this cancellation will be then the one resumed hereafter inarticle L – Cancellation at the request of the LESSOR.

**I - Rent**

The present leasing contractis authorized and accepted for the payment, at the times and according to themethods below, of a rent tax-free whose amount and terms of payment arespecified with TITLE III.

This rent will be raisedvalue-added tax (V.A.T.) or of straight or taxes which would in the future cometo replace this tax or to supplement it

This rent will be increasedof the value-added tax (VAT) either of any rights or taxes which would in thefuture come to replace this tax or to supplement it.

All sums owed by the LESSEEto the LESSOR as rents, expenses and any taxes, will be paid by opinion ofsamples.

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The successive payments willhave to be carried out through to their anniversary date, hereafter set up inSPECIAL CONDITIONS, of the date of current liability of the first payment.

In the event of non paymentin the term, by the LESSEE, of a term of rent, or non payment of expenses orall other sums due to the title of this contract, on about the fifteenth timeof the sending of the invoice or the supporting documents of expenditure, itwill be due, by way of penalty clause and without it being necessary for asetting in preliminary residence, an interest on the fallen sums, calculationat the fixed rate of the SPECIAL CONDITIONS, as from the day of currentliability, this independently of the exercise of the clause of termination atthe request of the LESSOR below envisioned under article L.

**J - Information relating tothe replacement of French currency by the European single currency**

As need and in accordancewith the general principles of the monetary right, it is recalled that thecredit of money sums, drawn up and/or payable in a monetary unit of a Europeanmember country of the Community European (National Monetary Unit) by virtue ofpresents, will be automatically considered, as made up and/or payable inEuropean single currency when this National Monetary Unit ceases having legaltender or more in general, will be replaced with the European single currencyin accordance with community legislation and/or national regulation.

The rate and the conditionsof conversion of the National Monetary Unit are those resulting from theapplication of the provisions of article 109 L of the Treaty of the EuropeanUnion.

The present lease beingconcluded during the period known as “transitory”, that is to say before thefinal passage to the Euro, the LESSEE confirmed to the LESSOR the maintenanceof the financial conditions expressed in French francs.

“French Franc” or “FRF”means, in accordance with regulations THIS No. 1103/97 of June 17th, 1997 andNo. 974/98 of May 3rd, 1998, subdivision of the EURO having capacity on theterritory of the French Republic until December 31st,2001.  Specifically, that the fiduciarycurrency in French Francs will cease having legal tender on the territory ofthe French Republic, at the latest, six months after December 31st, 2001, this six month period could be shortened by Law.

**K - Termination at the requestof the LESSEE**

1) The LESSEE will be ableto ask for the termination of the present contract only from the date fixed tothe TITLE III and to warn the LESSOR at least three months in advance by registeredletter with acknowledgement of receipt.

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However, whatever the dateof a disaster or an expropriation, the LESSEE will be able to overcome thepresent clause of termination on the condition of warning the LESSOR byregistered letter with acknowledgement of receipt.

This termination will beable to take effect only on the expiry date corresponding to a term of rent.

2) It will be held tooverturn eight days before the date of termination chosen by him, by way ofcontractually agreed allowance, a sum determined with the TITLE III - “SPECIALCONDITIONS”.

3) The indemnification oftermination, related to the particular character of leasing, will be due by theLESSEE in legal situation of rectification on the assumption that the Receiverwould not continue the execution of the contract.

4) It is expresslystipulated that the termination of the contract remains subordinated to theperfect execution of each and all the clauses, expenses and conditions werestated under Title I of the present contract.

5) For all the cases oflegal request for termination of the present contract emanating from theLESSEE, the LESSOR is from now exempted from publishing any proceduraldocuments at the Office of Mortgages, in accordance with the Decree of January4th, 1955.

6) The termination of thelease will automatically involve the loss of the benefit of the agreement tosell.

7) In the event of recoveryor of bankruptcy, the LESSEE will evacuate the places, from the effective dateof termination. In the event of non respect for this date, will be paid to theLESSOR an allowance of monthly and indivisible precarious equal occupation intriple of the monthly rent calculated on the basis of the rent in force; thisallowance does not merge with that envisioned in article K, 2) above.

**L - Termination at the requestof the LESSOR**

Failing payment on itsexpiry date of the single term of pre-rent, rent or execution of one of theunspecified clauses of the present contract and after fifteen days from acommand to pay or of a demand, addressed by an extra-judicial act, remainedineffectual and expressing the will of the LESSOR to overcome the presentclause, the lease will be immediately solved without it being necessary to fillany legal formality and notwithstanding any offer or subsequent consignments.

During the period ofpre-financing, this termination will involve for the LESSEE or any person whomit would have substituted with the agreement of the LESSOR the obligation topay, in only once, at the latest with the expiration of the aforementionedmonth, in the hands of the LESSOR:

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1) the totality of thefinancing withdrawn at the day of the termination and any invoicing still duefor work performed.

2) any indemnification duepossibly for the termination of the ongoing contracts (notably with thearchitects, contractors or suppliers).

3) an indemnification offixed termination contractually to 10 % of the maximum of financing tax free.

In any hypothesis, pre-rentsor rents regulated or owed to the LESSOR, will remain his.

During the lease, thetermination of the present contract will automatically involve the loss of thebenefit of the commitment to sell of the payment by way of interests damagedcontractually agreed, of a sum equal to that envisioned in TITLE III - SPECIALCONDITIONS increased by one year of rent.

The LESSEE and/or everyoccupant will have to release the places from the effective date of thetermination of the contract. If he refuses, he could be compelled by simplesummary order. In this case, the LESSEE and/or every occupant, will have todischarge an indemnification of occupation calculated in accordance with theprovisions of article Q, until the effective release of the places.

In the event of opening of alegal procedure of rectification contrary to the LESSEE, the LESSOR willaddress a demand to the Receiver to have to introduce it if he continues thecontract or not.

Failing to answer within onemonth from the reception of the letter, the Administrator will have to abandonfor the benefit of the contract, in accordance with the law and the terminationwill automatically intervene with all consequences previously envisioned.

For all the cases of legalrequest for termination of the present contract emanating from the LESSOR,this, is from now exempted from publishing any procedural documents at theOffice of Mortgages, in accordance with the Decree of January 4th, 1955.

The provisions which precedeconstitute an essential and determining condition of the present lease withoutwhich it would not have been authorized.

**M - Right of lease or optionVAT**

SPECIAL CONDITIONS specifyif the LESSOR opts for the imposition to the value-added tax of the income ofthe present tenancy.

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If there is no option forVAT, the rents and supplements of the rents will be subjected to the right oflease and to the possible additional tax.

In the event of option forthe VAT, the LESSEE will continue to regulate to the LESSOR, in addition torents, interests calculated according to methods specified in TITLE III - “SPECIALCONDITIONS”.

**N – Expropriation andRequisition**

Until the date of executionof the ordinance prescribing the property transfer of the property group infavor of the expropriating organization, the envisioned rents will continue tobe payable, whatever the methods of occupation by the LESSEE of theexpropriated places.

It is agreed that thediscussions with the expropriating Administration for the determination of thecompensations of expropriation will be held jointly by the LESSEE and theLESSOR.

1) – Total Expropriation

The lease will beautomatically cancelled as from the date of execution of the ordinance recalledabove, without indemnification payable by the LESSOR and to the profit of theLESSEE.

The LESSEE will, in thiscase, have to pay to the LESSOR an indemnification equal to the sum envisionedin TITLE III - “SPECIAL CONDITIONS”. Sums paid to the LESSOR as expropriationwill attribute, after deducting the taxations which could be owed by the LESSORhave the perception of the indemnification of expropriation, in owedcompetition on the sum of the indemnification of termination, the possiblesurplus being paid by the LESSOR to the LESSEE.

2) Partial dispossession

If the building is onlypartially expropriated, the lease will continue on the part not expropriated.It could then be agreed between the parts of a reduction of the amount of therent, reduction which will take into account between others of thepossibilities of pursuit of exploitation by the LESSEE, and the sum ofindemnification received on both sides.

If the non-expropriatedportion of the building is insufficient to allow the exploitation of the leasedout real estates, the LESSEE will have the faculty to ask the LESSOR, on thecondition of informing him by registered letter with acknowledgement of receipt,three months in advance:

· that is to say the termination of thepresent contract under the conditions envisioned above under article K -Termination at the request of the LESSEE – without condition of time.

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In this case, theindemnification of expropriation received by the LESSOR will be charged, afterwriting off of the sums possibly due to the Tax Authorities, with duecompetition to the sums owed by the LESSEE.

If this indemnification,such as it has just been said, were higher than these sums, exceeding it willremain the property of the LESSOR.

If the allowance ofexpropriation is lower than the allowance of cancellation which had by theLESSEE, this last obliges to pour its sums of money the difference with theLESSOR.

If the indemnification ofexpropriation is lower than the indemnification of termination owed by theLESSEE, the latter obligates him to pay the difference of the sums to theLESSOR.

· that is to say, the repurchase of theremaining part of the building for the entire remittance of the priceenvisioned in TITLE III - “SPECIAL CONDITIONS” under the same conditions asthose envisioned above under article N -1) relating to total expropriation.

3) Requisition of thebuilding

The lease will continueproducing its full and whole effect, the rent continuing to be payable withoutreduction. The indemnification of requisition, or temporary or partialoccupation which will be paid, will return entirely to the LESSEE, but will bedelegated by him to the LESSOR, as soon as the notification will be made to himby the claimant authority there, to be charged to the failed rents.

**TITLE II**

**UNILATERAL PROMISE OF SALE**

**O - Agreement to sell**

The LESSOR promises to theLESSEE to sell him the building, object of presents, at the expiry of thelease, at habitual conditions and of right, andin particular, for the purchaserto take the property sold in their state and consistency at the day of thesale.

By express infringement tothe provisions of article 1641 of the Civil code, the Seller will be held in noguarantee in particular for the hidden defects.

The purchaser will have toreimburse to the seller the entirety of the relating property tax in the yearin the course of which the sale will intervene. If the warning was not issuedthe day of the signature of the act, the purchaser will have to pay to theseller, a sum determined on the basis of the tax of the previous year. Ifnecessary, all sums owed for expenses and work performed or not as jointownership, will also have to be reimbursed by the purchaser to the seller.

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This sale will take placewith the risks and dangers of the LESSEE without any guarantee on behalf of theLESSOR for whatever reason it is and in particular for hidden defects or vices.

It is expressly stipulatedthat the realization of the agreement to sell is subordinated to perfectexecution by the LESSEE of each and all the clauses, expenses and conditionsstipulated under Title I in the present contract.

The selling price, in thecase of realization of this promise, is indicated under TITLE III of the presentcontract. It will be payable counting on the signature of the authenticateddeed, this one having to intervene at the latest of the expiry date of lease.

Moreover, the LESSEE willtake responsibility for all his rights, expenses and fees related with thischange and all the taxes, rights or contributions which the Administration willbe able to demand of the one or other of the parties in consideration of thelength of the contract, the selling price and of the rules of redemption,except for those who would be clean to the LESSOR.

The LESSEE will have tonotify the LESSOR by registered letter with acknowledgement of receipt, at thelatest, six months before the expiry date of the lease, of his intention toraise the option which is given to him.

**P - Lifting of preliminaryoption**

The LESSEE will also havethe faculty to acquire the property rented from the date indicated under theTITLE III, provided that he regularly meets the obligations placed as hisresponsibility and provided that he notifies the LESSOR OF IT at least one yearbefore the date in which he intends to perform this acquisition, and this byregistered letter with acknowledgement of receipt.

This acquisition will beable to intervene only on the anniversary of the effective date of the presentcontract.

In this case, the LESSEEwill have to pay to the LESSOR an amount fixed to the TITLE III - “SPECIALCONDITIONS”.

The selling price will bepaid by cash at the time of the signature of the notarized deed of sale.

In this possibility, as inthe case of a realization of the agreement to sell at the end of the contract,all rights, expenses and fees related with this change just as all the taxes,right or contributions which the Administration could demand of one or theother of the parties, taking into account the length of the contract, accountthe selling price and account the rules of redemption, will be the exclusiveresponsibility of the LESSEE; moreover, all sums which 

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would not have been receivedas rent according to the methods of the present contract and this for whateverreason it is, as well as all sums due on a purely principal or additionalbasis, including the post maturity interests calculated as shown above (TitleI, Article I - Rent) must be consigned in the hands of the notary charged todraw up the act, and this, 48 hours before the date chosen by the LESSEE or thedate of completion of the contract.

The purchaser will have toreimburse to the seller the entirety of the relating property tax to the yearduring which the sale will intervene. If the warning was not issued the day ofthe signing of the act, the purchaser will have to pay to the seller a sumdetermined on the basis of the tax of the previous year. If necessary, all sumsowed for expenses and performed work or not as joint ownership, will also haveto be reimbursed by the purchaser to the seller.

Fault by the LESSEE ofhaving consigned the funds in the hands of the notary within the timeenvisioned above or to have signed the act on the fixed date, the LESSEE will losethe benefit of the lifted invoked preliminary option and the present lease willthen continue running on the initially envisioned conditions.  Moreover, the LESSEE will take responsibilityfor all the expenses which would have been initiated by the LESSOR.

**Q - Evacuation of places atthe expiration of lease**

For lack of lifting of theoption to buy and failing a new leasing agreement contract concluded betweenthe parties, the LESSEE will have to evacuate the places at the latest, on thedate of expiration of the present contract.

In the event of delay in theevacuation of places, the LESSEE will pay the LESSOR an annual indemnificationof occupation equal to three times the perceptible rent during the lastdeducted year of lease prorata on month to month, with each started month beingdue.

**R - Possible regularization ofthe deduction of VAT**

In the event if, for anunspecified reason, the LESSOR would be called to proceed in accordance withthe provisions of the General Tax Code to an unspecified regularization of thededuction by him carried out by the value-added tax having initially burdenedconstruction or acquisition of the building, object of present leasing, any sumwhich the LESSOR would so be called to transfer to the Tax authorities, shouldbe refunded to him, at his first request and without delay by the LESSEE inleasing, future possible purchaser of the building to whom, in counterbalances,the LESSOR will deliver the certificate envisioned by the General Tax Code.

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Such a refund by the LESSEE willbe payable:

· whatever the cause motivating the obligationfor the LESSOR to proceed to the regularization of the deduction, this causebeing exclusive of any cession of the building.

· nevertheless, the transfer of thevalue-added tax by the LESSOR would not open to the deliverance of thecertificate envisioned above

· also even on the assumption if the LESSEE,for whatever reason it is (that this reason is attributable to him or not, thatit is or not independent of its will), could not really benefit the right todeduction of the value-added tax appearing on the certificate which will havebeen delivered to him by the LESSOR.

On the other hand, thisrefund will not be required of the LESSEE if the regularization of thededuction of the value-added tax was at the time of the sale of the building bythe LESSOR with one third held to carry out in place and place of the sellerconventions of credit lease.

On the other hand, in theevent of sale of the building to the LESSEE in virtue, either the agreement tosell stipulated in Title II above, or pursuant to all other provisions of thisleasing contract, in particular those treating disasters, the amount of thevalue-added tax that the LESSOR would be called to pay by way of regularizationof the deduction, will have to be refunded to him by the purchaser during thesignature of the authenticated deed of sale, this refund that can under nocircumstances benefit from the payment in the long term.

Moreover, the sample oftransfer of regularization will be carried out by priority on the expropriationor insurance indemnities to be received if required; this deduction will becompensated by the delivery of the already mentioned certificate.

The provisions of thepresent article are and will be applicable both to the LESSEE and to hisrightful claimants or assigns, notably every transferee of right to the presentcredit lease.

**TITLE III**

**SPECIAL CONDITIONS**

1 - DESTINATION OF PLACES(Title I.B)

Buildingfor laboratory usage of manufacture.

2 – MAXIMUM OF FINANCING(Art. I preliminary conventions)

F15.000.000 Tax Free as stated in the exhibit.

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3 – PRE-RENTS (Art. 3 ofpreliminary conventions)

Commitment fee: 0,10 % per quarter, calculated onthe amount tax-free of the investment, prorata as from August 28th, 2000 untilthe effective date of leasing, payable quarterly and in advance.

Interests: (TMM + 1,30) % Tax free per year.

TMM = monthly average rate of the money market.

(monthly average of the medium rates balanced ineuros TEMPE or EONIA).

The TMM retained for the calculation of theaforementioned interests will be the arithmetic medium of the 3 TMM publishedwith the title of the months M-3 to M-1, M being the month of current liabilityof the interest.

4- RATE OF PRE-RENTS DURING SUPPLEMENTARY PERIOD (Art. 7 preliminaryconventions)

Commitment fee: 0,15 % perquarter.

Interests: (TMM + 1,50) % Tax free per year.

TMM = monthly average rate of the money market.

(monthly average of the medium rates balanced ineuros TEMPE or EONIA).

TMM retained for the calculation of theaforementioned interests will be the arithmetic medium of the 3 TMM publishedwith the title of the months M-3 to M-1, M being the month of current liabilityof the interest.

5- OPINION OF DEDUCTION FOR THE PAYMENT OF PRE-RENTS (Art. 3 of preliminaryconventions) AND RENTS OF LEASING (Title I.I)

References of the bank account of the LESSEE,according to the R.I.B.

BNP PARIBAS

Office: CAVAILLON - 0605

Account No. 0605-100-355-03 Key RIB 60

6 – STARTING DATE OF WORK(Art. 5 of preliminary conventions)

March 8th, 2001.

7 - PRESENTATIONS OF THEINVOICES (Art. 6 of preliminary conventions)

a) monthly date of presentation: the 10th of eachmonth;

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b) in the case where the LESSEE would have alreadyregulated, prior to the signature of present, certain expenses falling to thelessor, the latter will carry out the reimbursement to the LESSEE on productionof the corresponding invoices and justification of their payment (art. 2 ofpreliminary conventions).

8- COMPLETION OF WORK (Art. 7 of preliminary conventions)

a) date of accomplishment:December 31st, 2001

b) supplementary length ofdelay: two months as from this date.

9- FINANCING OF THE VAT PAID OUT BY THE LESSOR

The LESSEE will regulate tothe lessor of the interests calculated at the rate of (TMM + 1,30) % Tax freeper year on the sums discharged with the title of VAT on the amount of theinvestment, object of presents, but within the limit of delay inclusive ofrecovery from 4 months of date to date as from each of the disbursements.

TMM = monthly average rate of the money market.

The TMM retained for the calculation of theaforementioned interests will be the arithmetic medium of the 3 TMM publishedwith the title of the months M-3 to M-1, M being the month of current liabilityof the interest.

10- EFFECTIVE DATE AND DURATION OF THE LEASE (Title I.C)

The lease will take effectas from the date of taking possession of the property known indicated for aduration of fifteen years whole and consecutive, and at the latest on February28th, 2002.

11-RENT (Title I.I)

The rent will be calculatedas it will be said, hereafter, according to the elements of cost prices of thebuilding, below, listed in the account which precedes representing the sumsinvested by the lessor in the present operation of leasing and hereafterexpressed under term “Investment”.

The terms of the annualrents are payable quarterly, term in advance, the first as from the date ofentry in leasing.

The LESSEE will have thechoice at entry in leasing, on the condition of warning the lessor at least onemonth before the date appointed for the entry in leasing, between the twofollowing formulas:

A) Variable rate formula

Eachquarterly installment will comprise:

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a)     A partof the refund of capital governed by a key of redemption such as included incolumn 3 of the table attached(table no. 1),

b)    A part of interests calculated on the remaining capital owed atthe beginning of the period before deduction of the accruing part of redemptionrelated at the aforementioned period. The nominal rate (TN) being used for thiscalculation of interests, will result from the following formula:

TN = (TIBEUR in 3 months + 1,30) x 365/360

Where TIBEUR = monthlyaverage of TIBEUR 3 months of M - 2, M being the month of regulations of thematurity date.

· TIBEUR (or EURIBOR) – inter-bank rate inthree months offered in Euros.

TheTIBEUR 3 months is affected of the report 365/360 taking into consideration thepractices of the inter-bank market where the      resourceis remunerated according to the number of real days.

Possibilityof conversion into fixed rate

Thelessor confers faculty on the LESSEE, during the first seven years of thecontract, to ask him to calculate the share of interests according to a fixedrate which will be obvious then to the parties in a final way for the durationof the remaining contract. This faculty will be able to be exercised on a datecorresponding to the current liability of a quarterly term on a requestformulated by registered letter with acknowledgement of receipt at least twomonths before the aforementioned date.

Thenominal rate selected would be the following:

TN= TEC 10 + 1,50

TN:nominal rate.

Thequarterly nominal rate used for the calculation of the interests of each periodbeing consequently determined.

TEC10 (Rates of the constant maturity date to 10 years): yield rates actuarial ofa fictitious value of which the duration of aims would be equal to 10 years,published by the financial press.

Thereference retained for the TEC 10 will be the monthly average of the TEC 10published the month preceding the first rent concerned with the consolidation.

Thisconsolidation will be the object of a commission determined by the followingformula:

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| Last paid rent -  (capital before payment - capital after payment) |   |
|--------------------------------------------------------------------|--------|
| 3                                                                  |   |

 

**B)   Fixed rate formula**

Asfrom the effective date of leasing and until its conventional expiry, theannual rents will be, of convention express between the parties, payable on aquarterly term to fall according to the slope determined by the enclosed key ofredemption.  The final key of redemptionwill be determined with the entry in leasing.

The amount of the quarterlyinstallments of rent will be calculated starting from a nominal rate defined bythe following formula:

TN = TEC 10 + 1,30

TN = nominal rate.

The nominal rate will bedefinitely stopped at the time of the effective date of the leasing contract.

TEC 10 (Rates of theconstant maturity date to 10 years): yield rates actuarial of a fictitiousvalue of which the duration of aims would be equal to 10 years, published bythe financial press.

TEC 10 reserved at the dateabove planned will be the TEC 10 of Monday preceding the date of entry inleasing.

It is expressly agreedbetween the parties, that an endorsement to the present leasing contract willbe established after the determination of the final nominal rate according tothe expression which precedes and after the establishment of the final basis ofleasing.

A table showing the rentsresulting from the nominal rate stopped definitely will be appended to theaforementioned endorsement.

The first rent will be paid the day of the effective date of the lease.

The rents will be paid by levy on the account of the LESSEE indicatedthe highest under 5-.

Failing option for avariable rate or a fixed rate within one month preceding the entry in leasing,the LESSEE will supposed to have opted for a variable rate.

Substitution ordisappearance of the reference rates retained by the parties

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For the case where the rate above selected wouldcease being published or disappears before the effective date of leasing,variations will be established while referring at the rate intended to replacethat disappeared and by using the coefficients from connection established by acompetent authority.

Failing rate of replacement or coefficient ofconnection, the parties will agree to substitute a weakening rate for anotherrate of their choice.

Failing agreement, the rate of replacement will bedetermined by two experts chosen by or appointed by mutual agreement office atthe request of the most diligent party by Mr. President of the Court ofBankruptcy of PARIS.  In the event ofdisagreement, these experts will have the faculty to take on a third expert todecide between them. This third expert could still be appointed by thePresident on simple request of the most diligent party.

The absence of the reference rate will not authorizethe LESSEE to delay the payment of rents. The latter will continue to be paid at the maturity date on the basis ofthe last known rate, except immediate rectification on smoothed difficulty.

12- TERMINATION AT THE REQUEST OF THE LESSEE (Title I, K)

The LESSEE has the facultyto ask for the termination of the leasing contract starting from the end of theseventh year which will follow its date of effect.

13- RIGHT OF LEASE OR OPTION VAT (Title I, M)

The lessor declares to optfor subjugation in the value-added tax, which is specifically accepted by theLESSEE.

14- AGREEMENT TO SELL (Title II, O)

Selling price, in case ofrealization of the promise on the expiry date of the contract: one franc.

15- LIFTING OF PRELIMINARY OPTION (Title II, P)

The LESSEE has the facultyto acquire the rented property, from the end of the seventh year which willfollow the effective date of the present contract.

16- INDEMNIFICATION AND PRICE OF REDEMPTION OF The BUILDING

a)Indemnification in the event of termination:

1)at the express request of the LESSEE: the amount of this indemnification willbe equal to half of the capital remaining due.

For the case where the lessee could not justify with the lessor of thecompliance certificate of the building, this allowance will be equal to thethree-quarters (3/4) capital remaining due.

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2)at the request of the LESSEE, in the event of expropriation or of disaster: theamount of this indemnification will be equal to the entirety of the remainingcapital owed.

3)at the request of the lessor: the amount of this indemnification will be of theentirety of the capital remaining due.

b)Price of redemption due to the lifting of option either anticipated fromfixed date in paragraph 15 above or in case of disaster or expropriation:

Theamount of the price of redemption will be equal:

1/Inthe event of rents with variable rate: with the capital remaining due atthe lifting of option (column 2 of the table of redemption) increased:

.6% until the end of the tenth year,

.4% of the eleventh at the end of the fourteenth year.

2/Inthe event of rent with fixed rate: with the amount cumulated by the rentsremaining to run at the time of the preliminary redemption, increased by theamount of the option to purchase, at the end of contract, the whole afteractualization of the sums on the basis of the contracted rate diminished by twopoints.

Thecontracted rate itself will be updated on the basis of the reference rate TCE10 in force on the day of the lifting of option insofar as this reference ratewill be less than that in force on the day of the setting in rent.

c)In addition to the indemnification of termination or price of anticipatedpreliminary redemption from paragraphs a) and b) above:

TheLESSEE will have to discharge to the lessor of the whole of the indemnificationand contractual methods which could have been agreed to moreover.

17 - RATE OF THE POST MATURITY INTEREST (Title I, paragraphs I)

Asfrom the current liability, the lessor will apply the following rate:

 (TMM + 5) % Tax free per year.

(monthlyaverage of the medium rates balanced in euros TEMPE or EONIA).

TheTMM retained for the calculation of the aforementioned interests will be thearithmetic medium of the 3 TMM published with the title of the months M-3 toM-1, M being the month of current liability of the interest.

18- COMMISSION Of STUDY AND ASSEMBLY

The commission of study andassembly, fixed to F 55.000 Tax free (fifty five thousand francs tax-free) anddivided in the following way:

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|   | ·NATIOCREDIMURES, leader | : F | 30.000 Tax free |
|--------|-------------------------------|-----|-----------------|
|   | ·  AUXICOMI              | : F | 15.000 Tax free |
|   | ·  UCABAIL               | : F | 10.000 Tax free |

 

wasregulated even before this day.

19 - MANAGEMENT CHARGES

Thelessor, for the duration of the contract of property leasing, will receive thefollowing expenses:

I / Expenses intended tocontractually cover expenses supported by the LESSOR during special events
| ** **                                                                               | ** ** | **FRANCS  Tax free** | ** ** | **EUROS  Tax free** | ** ** |
|------------------------------------------------------------------------------------------|------------|---------------------------|------------|--------------------------|------------|
| Management of a  litigation related with construction or a disaster                      |       | 17 500,00                 |       | 2 667,80                 |       |
| Collection and  management of a subsidy or an external loan                              |       | 12 500,00                 |       | 1 905,61                 |       |
| Request  generating researches, provisioning of certificates and others                  |       | 500,00                    |       | 76,22                    |       |
| Expenses of  revival on unpaid debts                                                     |       | 500,00                    |       | 76,22                    |       |
| Expenses of  calculations for preliminary redemption                                     |       | 1 500,00                  |       | 228,67                   |       |
| Lifting of  preliminary option                                                           |       | 20 000,00                 |       | 3 048,98                 |       |
| Expenses of  cession of the contract                                                     |       | 25 000,00                 |       | 3 811,23                 |       |
| Modification at the  request of the LESSEE involving the establishment of an endorsement |       | 12 500,00                 |       | 1 905,61                 |       |

 

II - Expenses invoicedannually
| ** **                                                | ** ** | **FRANCS  Tax free** | ** ** | **EUROS  Tax free** | ** ** |
|-----------------------------------------------------------|------------|---------------------------|------------|--------------------------|------------|
| Management of  rents and expenses of a construction lease |       | Without  Object           |       | Without  Object          |       |
| Management of levies  and taxes                           |       | 1 300,00                  |       | 198,18                   |       |

 

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All these expenses will be indexed on the variationof the national index of the cost of construction established by the NationalInstitute of Statistics and the Economic Studies on the basis of 100 in thefourth quarter 1953; the reference index taken into consideration is that ofthe second quarter 1997, that is to say 1060.

The index of comparison being used for calculationof the expenses will be the last index published at the time of invoicing; inany event, the index of comparison will not be less than the reference indexindicated above.

These sums, as well as all others due for thepresent contract, will be taken directly by the LESSOR on the bank account ofthe LESSEE.

20 – Undivided Guarantee

Inthis place,

Mr. François MariusTOURNIAIRE, Leader of the company, spouse in first wedding of Mrs. FrançoiseJacqueline Georgette PELISSARD, domiciled in APT (Vaucluse), Impasse deRimayon,

Bornin ALGIERS (Algeria), on June 6th, 1939,

Married, under theconventional regime of the separation of property pure and simple, according toits marriage contract received by Master Paul BONNET, then notary in ALGIERS(Algeria), on March 31st, 1961, prior to its union celebrated in the town hallof ALGIERS, on April 4th, 1961; with which marriage settlement was not modifiedsince, so declared.

Hereaftercalled “the guarantee”.

After having acquainted with what precedes, declaresto contract with regard to the LESSOR, an indivisible and joint deposit, inguarantee of the good end of the commitments signed by the Company LESSEE, asthe present leasing contract, the whole in the terms hereafter:

I- Range of commitment

The present commitment obliges the guarantee, on allits personal properties and buildings, present and to come, to pay to theLESSOR what will be guaranteed owed to him if the latter could not face itsobligations for an unspecified reason.

It is united, that is it involves for the guaranteea renunciation for the benefits of discussion and division.

By abandoning for the benefit of discussion, theguarantee agrees to

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pay the LESSOR without being able to demand of thisone which it continues beforehand guaranteed.

The renunciation for the benefit of division meansthat on the assumption that several persons would have gone guarantees of theguaranteed, the LESSOR will be able to demand from any one of them, the entirepayment of what will be due to him by the guaranteed.

II - Guaranteed Obligations

This joint guarantee applies to the payment or refundof all sums, whatever is the amount, that the guaranteed above indicated can orwill be owed to the LESSOR, in principal, interests, expenses and attachments,so much with the title of the period determined within the framework of thePreliminary Conventions and for the duration to run as from the effective dateof the leasing contract which will be the continuation.

Nevertheless, this commitment of guarantee will notcover the aforementioned obligations, which height of the payment of a sumequal to FIVE MILLION FOUR HUNDRED AND FORTY EIGHT THOUSAND FRANCS (5.448.000Francs), and this, for the duration of the contract.

The guarantee consequently declares to haveacquainted with the present leasing contract notably with regard to the amount,the duration, methods of payment of the rents, indemnification, damages likelyto be due by virtue of the Special and General Conditions of the aforementionedconventions, the clauses of normal or preliminary current liability.

All these provisions are applicable under the sameconditions to the guarantee which accepts them expressly.

III - Suspension - Recourse of the LESSOR

a) The guarantee will not beable to be claimed released until after complete payment to the LESSOR of allsums that can be due to the latter in principal, interests, commissions,expenses and attachments unspecified under the obligation above and within thelimit above defined.

b) The modification or thedisappearance of the bonds or the other reports in fact or right likely toexist between the guarantee and the guaranteed will not carry with it therelease of the guarantee.

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IV – Exercises of therecourse of the guarantee

The guarantee renounces toprevail itself:

a) provisions of article2039 of the Civil code which, without discharging the guarantee of itscommitment, authorizes it to continue the guarantee to force it with thepayment in the case of terms of payment granted to it by the creditor,beneficiary of commitment.

Because of this, if theguaranteed obtains the same delays of the LESSOR, the guarantee, which remainsheld, will not be able to continue the guaranteed before the expiration ofthese delays.

b) Of all subrogations, ofall personal or other actions which would have as result to send for theguarantee in competition with the LESSOR, so long as the latter will not havebeen satisfied of the entirety of the sums in principal, interests,commissions, expenses and attachments which will be due to him.

It will be as well there asthe guarantee frees itself partly or completely of its obligations and at thesame time as this present commitment would be of a lower amount to sums owed bythe guaranteed to the LESSOR.

V – Current Liability

The guarantee will be heldto comply as soon as the obligations of the guaranteed with regard to theLESSOR will become payable, this by anticipation for whatever reason it may be.

VI - Information

The guarantee intends tofollow personally the situation of the guaranteed and exempts the LESSOR of anyopinion of extension or nonpayment.

The LESSOR will not berequired to inform the guarantee of the events which could affect the financialor legal standing of the guaranteed or of another guarantee, such as death ofan individual or dissolution of a legal entity. It will not be required toinform the guarantee of any decision of another guarantee to put an end to itscommitment.

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VII - Consequencesregarding the persons coming to rights and obligations of the guarantee

There will be solidarity andindivisibility between every persons coming to rights and obligations of theguarantee, which will be held under the same conditions as this one.

Consequently, the LESSORwill be able to claim the entirety of the sums covered by the present guaranteeat any of these persons, without which a division of its recourse can beimposed on the LESSOR.

VIII - Cession of theleasing contract

The guarantee obliges,moreover, to maintain its joint commitment in the event of cession of leasing,this commitment also remaining in case of successive cessions in thirds.

The stipulations whichprecede, apply to all cases of cession whatever form it is, as in the provisionof the right to leasing in any Company in whatever form it is, that thisprovision is made to a new Company or to a pre-existing Company.

IX – Autonomy of thisguarantee

The present guarantee doesnot affect and will be able to affect in any way the nature and the extent ofany commitments and of any guarantees, real or personal, which could or couldbe contracted or provided either by the guarantee, or by any third, and towhich it is added and will be added.

21– “KEY-MAN” INSURANCE

To the guarantee of theexecution of the obligations resulting from the present, and this for theduration of the leasing contract, the company LABORATOIRES EUROSILICONE, LESSEEin presents, has adhered on the head, knowledge:

a)of Mrs. Senaz NAMOOYA, Director of production, residing in GARGAS (Vaucluse),district of Les Billiards, Impasse des Amandiers, spouse of Mr. Bruno GérardJean FALQUERHO.

Bornin PORT LOUIS (Island of Maurice), on March 23rd, 1958,

Married under the mode ofthe separation of property according to its marriage contract prior to itsunion celebrated in the town hall of CERGY PONTOISE (Val d’Oise), on March21st, 1998.

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b)of Mr. Jacques Maurice Marius TOURNIAIRE, Insurance Manager of credit andpurchase, residing in SAIGNON (Vaucluse), district of Pierrefiche, an unmarriedperson.

Bornin ALGIERS (Algeria), on March 13th, 1963.

 

c)of Mr. Michel André Marius TOURNIAIRE. Administrative Director,

residingin APT (Vaucluse), 197 way of Imbardes, spouse of Mrs. Elizabeth AnnieGhislaine DUHAMEL.

Born in NICE (MaritimeAlps), on March 31st, 1965,

Married under the mode ofseparation of property according to its marriage contract received by Mr.JAFFARY, aforementioned notary, on August 24th, 1999 prior to its unioncelebrated in the town hall of APT, on September 3rd, 1999.

d)and of Mr. Olivier François Marius TOURNIAIRE, commercial attaché, residing inAPT (Vaucluse), district of La Peyrière, an unmarried person.

Born in NICE (AlpesMaritime), on October 4th, 1971.

Knowledge:

1/ In the contract ofinsurance « KEY-MAN OPTION 1 » signed to the company GAN INSURANCE.

This insurance thussubscribed will guarantee in case of death or absolute and final disability ofMr. Jacques TOURNIAIRE (contract No. 01894436 U/3) and of Mr. OlivierTOURNIAIRE (contract No. 01894435 S/3), a capital equal to THREE MILLION FRANCS(3.000.000) minimum on each of them.

2/ And in convention RENEWALNo. 10897 signed to the company QUATREM having its headquarters in PARIS (9th), 45/47 Le Peletier Road.

This insurance thussubscribed will guarantee, knowledge:

·      inthe event of death, only, of Mrs. FALQUERHO Senaz, a capital equal to THREEMILLION FRANCS (3.000.000 francs) minimum;

·      andin the event of death, only, of Mr. Michel TOURNIARE, a capital of TWO MILLIONEIGHT HUNDRED THOUSAND FRANCS (2.800.000 Francs) minimum.

Together for conventionRENEWAL No. 10897 so signed on the heads of Mrs. FALQUERHO and Mr. MICHELTOURNIAIRE, the LESSEE commits itself to delegate the aforementionedconventions in favor of the LESSOR within 15 days deadline as from the present.It is also agreed between the parties that all disbursement relating to thework will not be carried out by the LESSOR only after justification of thedelegation of the aforesaid conventions to his profit.

If the LESSOR comes to cashthe amount of the insurance policies, this will be firstly affected:

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·                   with the payment with due competition of theacquisition price in the event of preliminary option or not,

·                   with the payment of the indemnification oftermination or resolution of the leasing contract,

·                   with the payment of the expired rents and allsums that can be due by the LESSEE to the LESSOR with the expiry of leasing,either by arrival of it in its conventional term, or by anticipation;

Failing this, it will bereimbursed to theLESSEE and this after final liquidation of all the accounts relating to thepresent or, in keeping with the associates or the members of the Board ofDirectors, within the framework of SA, with the heirs to ensure theconventional scratch date of leasing.

The indemnification that canbe kept to guarantee the good execution by the LESSEE of all obligations of theleasing contract, will have to be remunerated by the LESSOR with the monthlyaverage rate of the money market, except contrary legal or lawful provisions.This remuneration will have to be annually paid to the LESSEE by the LESSOR.

22– Guarantee conferred by the Company SOFARIS

In the guarantee of theexecution of all conditions and obligations of the present leasing contract,the LESSOR solicited and acquired on August 28th, 2000, under the number SME00.193770.C from the Company SOFARIS, « FRENCH COMPANY OF GUARANTEE OF THEFINANCING OF SMALL AND MEDIUM ENTERPRISES », having its head office at MAISONSALFORT (Val de Marne) 27/31, Général Leclerc Avenue, one counter guarantee inrisk at the level of 30 % on the amount of intervention of FIFTEEN MILLIONFRANCS (15.000.000  Francs).

It is added that the SOFARISCompany extended the usage delay of its guarantee until April 28th, 2001, aswell as it results from a mail in date to MARSEILLE, of March 5th, 2001.

The notice of guarantee ofAugust 28th, 2000 as well as a copy of the above letter of March 5th, 2001presents after mention will remain joined and appended to the minute ofpresents hereafter mentioned.

This counter guarantee wasgranted to the LESSOR provided that the following conditions are fulfilled bythe LESSEE:

·*By exemption to article 7 of the general conditionsappearing on the back, the guarantee of SOFARIS could not be brought into*

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*play if the opening of a procedure of rectification orbankruptcy, or the decline of the term of guaranteed competition interveneswithin 9 months as from the date of provision of funds.*

·*Security of theleasing contract.*

·*joint guaranteeof Mr. François TOURNIAIRE, restricted at the level of two years of rentsT.T.C.*

·*Subscription by Mrs. FALQUEHO SENAZ, Misters Jacques,Michel and OLIVIER TOURNIAIRE of an insurance “KEY-MAN” to a height of anamount minimum of 3.000.000 Francs for each person.*

TheLESSEE will have to respect all conditions imposed above by the Company SOFARISso that guarantee conferred by the aforementioned Company can be maintained forthe duration of the leasing contract.

Thepremiums required by the Company SOFARIS will be taken directly on the accountof the LESSEE whose references appear above.

Incase of repayment before the due date of the leasing contract, half of thecommissions of the Company SOFARIS remaining to be run according to the initialschedule of due dates becomes immediately owed.

Incase of inexecution of one or the other of the conditions above, involving thewithdrawal by the Company of the guarantee thus conferred, the present leasingcontract could be cancelled purely and simply at first request of the LESSORunder the conditions envisioned in Article L of the present contract.

23– Security of the leasing contract

To the guarantee of thepayment of the rent and the refund of all sums placed payable by the LESSEEaccording to terms of the present, and more generally the execution of allobligations payable by the LESSEE, this last gives in pledge and security tothe LESSOR, who accepts, the intangible elements resulting to the advantage ofthe LESSEE of the present leasing contract, together the right to leasing andbenefit of the promise of sale without exception or reservation.

By means of this security,the LESSOR will have and exercise over the different elements of the leasingcontract all rights, actions and privileges conferred by Law to the affluentcreditors.

In compliance of the article2076 of the Civil code, the effectiveness of the privilege resulting fromconferred security, will be assured in the following way.

·                  The parties request the substitute notary todeliver an authentic copy of the present act, this authentic copy will carrythe mention *“special and unique authentic copy subjected to thesecurity contained in this act”* which will be given to the LESSOR.

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·                  TheLESSEE promises to ask for no other authentic copy of the present act.

This stipulation would nothowever stand in the way of the deliverance of the executable copy to theLESSOR.

24- Mandate of management

The representatives of theCompany (AUXICOMI and UCABAIL IMMOBILIER, give mandate by these presents to theCompany NATIOCREDIMURS for the duration of the present leasing, with intent toperform any operations of administration and management relating to theaforementioned leasing and notably:

·                   to manage the value-added tax relative to thepresent operation;

·                   to cash all sums with the title of pre-rents,as rents or other charges, extraordinary or ordinary expenses, indemnificationof termination, resolution, selling prices, contributions and taxes, etc..

·                   to divide between the LESSOR cashed sums andexpenses to be carried out in the proportions specified above; 

·                   to exercise and carry out all prerogativesreserved for the LESSOR, and in general make all that it will considernecessary or useful for the good course of the operation governed by thepresent contract.

 

The representative of theCompany NATIOCREDIMURS, as, accepts specifically the mandate so conferred onthe Company which it represents.

The LESSEE takes note ofconventions above and obliges himself to overturn to the CompanyNATIOCREDIMURS, all sums that he will be called to overturn to the LESSOR towhatever title it is, by virtue of the present leasing, to notify at anyrequest of termination or resolution of present leasing as to notify him everycession or provision in company of the right to the present leasing.

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**TITLE IV**

**OTHER PROVISIONS**

**S - Publication- Powers**

Thepresent conventions of leasing will be published in the second Office of theMortgages of AVIGNON, by application of the provisions of the 1st article - 3of the Law No. 66-455 of July 2nd, 1966, modified and supplemented by OrdinanceNo. 67-837 of September 28th, 1967, according to modalities laid down byarticle 10 of the Decree No. 72-665 of July 4th, 1972.

Forthe accomplishment of formalities of land advertising, the parties acting in acommon interest, give all powers necessary to any Clerk of the ProfessionalCivil Company “DOMINIQUE PERINNE, Bernard MERLAND, Bruno de LAPASSE, Notaries”,holder of a Notarial office in PARIS (8th)4, street of Berri,

Forthe purpose to establish and sign any modifying acts, correction orsupplementary acts of presents, in order to put these in accordance with themortgage and cadastral documents and of the registry office.

Theygive any powers, as needed, to the holder of an authentic copy or an extract ofpresents, to carry out formalities envisioned by Law, Ordinance and Decreeabove mentioned.

**T - Declarations**

Comparing,each one in what concerns it declares:

· that the Company which it represents is aFrench company having its office in France,

· that it is not the subject of any action innonentity or in dissolution,

· that it is not and was never in a state ofsuspension of payment and was not the subject of any of the provisionsenvisioned in Law No. 67-563 of July 13th, 1967 on the bankruptcy proceedings,compulsory liquidation, personal bankruptcy,

· that it was not the subject of any of theprovisions prescribed by Law No. 85-98 of January 25th, 1985 and the Decree No.85-1387 of December 27th, 1985 on the recovery and the judicial liquidation ofthe businesses.

· that generally, it is not in a situation orsubjected to an unspecified measure likely to restrict its capacity or itspowers.

· and that the LESSOR and the LESSEE did notreceive any notification tending of the present conventions in thedispossession of the BUILDING.

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**U - Declaratory obligations**

Tosatisfy the obligations envisioned by the Decree No. 95-617 of May 6th, 1995,taken in accordance with article 57 of the Law No. 95-115 of February 4th, 1995of Orientation to for the Installation and the Development of the Territory,the LESSOR will deliver the following parts to the LESSEE:

· a state recapitulating the GENERALCONDITIONS,

· a table showing, for each rents, the quotaof this last taken into account for the fixing of the possible delivery priceof the building at the end of the contract.

**V - It is still reminded and declared what follows by the parties**

1)For the calculation of the expenses

Thatthe amount of the investment of the LESSOR for the realization of the presentoperation of leasing is evaluated at FIFTEEN MILLION FRANCS TAX FREE(15.000.000 Francs Tax free), that is SEVENTEEN MILLION NINE HUNDRED FORTYTHOUSAND FRANCS INCLUDING ALL TAXES (17.940.000 Francs).

2)For the calculation of the Land advertising tax

· that the cumulated amount of the rents forthe duration of the lease is evaluated at the sum of TWENTY MILLION NINEHUNDRED SEVENTY SIX THOUSAND NINE HUNDRED FIFTY THREE FRANCS (20.976.953 Frs)tax-free,

· that the extraordinary expenses areevaluated at TEN THOUSAND FRANCS (10 000 Frs).

Fora building rented for a period of more than 12 years, the basis of the tax ofland advertising calculated on the cumulated amount of the tax-free rentsabove, will be reduced by the amount of the quota of rents corresponding tointerest charges paid by the LESSEE with the title of the present contract.

Thisquota of the rents is estimated for the present contract at the sum of FIVEMILLION NINE HUNDRED SEVENTY SIX THOUSAND NINE HUNDRED FIFTY FOUR FRANCS(5.976.954 Frs), so that the basis of the appreciated tax as it is mentionedabove, comes to FIFTEEN MILLION NINE THOUSAND NINE HUNDRED NNETY NINE FRANCS(15.009.999 Frs).

3)For the calculation of the Wages of the Conservative

Thatthe cumulated amount of the rents, all inclusive of tax comes to the sum ofTWENTY FIVE MILLION NINETY EIGHT THOUSAND FOUR HUNDRED

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THIRTYFOUR FRANCS AND SEVENTY NINE CENTS (25.098.434,79 Frs).

4)Finally:

· that the price for which the agreement tosell at the end of THE contract, is evaluated in the sum of One Franc,

· that the value of the land is SIX HUNDREDAND SEVENTY THREE THOUSAND FRANCS (673.000 Francs).

**W - Residence**

Forthe execution of the presents and their continuations, the parties electresidence in their respective head office.

Allacts of execution and others will validly be meant in this elected residence,even in the event of cession of the present lease, and this, notwithstandingthe authorization or the intervention of the LESSOR to the act.

**X - Attribution of jurisdiction**

Itis made, by common consent between the parties, in the case of need,attribution of jurisdiction in the Courts of competent jurisdiction of PARIS.

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**Y - Expenses**

Allexpenses, rights and fees of presents and all those which will be thecontinuation or the consequence, as well as the cost of the executable copyreturning to the LESSOR, will be the responsibility of the LESSEE who obligesto it.

**OF WHICH ACT**

Establishedon sixty pages.

Andreading made, the parties signed the present act with the undersigned Notary,in dates and place indicated, which act will carried to the repertory of thesubstituting Notary and the substituted Notary and will remain in the minutesof this last.

Signaturesfollow.

Inmargin the mention is:

**“REGISTERED in PARIS (8****TH****) TAX OFFICE OF ROULE-ARTOIS**

“April 6th, 2001 Folio 17

“Form NO. 126

“Case 3

“Receipt: **FIVE HUNDRED FRANCS**

“Signed:Illegibly”

Followsthe content of the Annexes on which appears mention:

Annexedto the minute of an act received by the Associated Notary in APT (Vaucluse),undersigned, Signed the 8th of March 2001: **JacquesJAFFARY**

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