**Exhibit 10.1**

 
| ** ** | **No. 306**                   |
|------------|-------------------------------|
| ** ** | **Of May 25th, 1999**         |
| ** ** | **PROPERTY LEASING**          |
| ** ** | **COMMUNE Of APT / SA.**      |
| ** ** | **LABORATOIRES EUROSILICONE** |

 

**THE YEARONE THOUSAND NINE HUNDRED NINETY NINE,**

**The twenty-fifth of May,**

**IN APT (Vaucluse), 42, Docteur Vallon Street, in the officeof the Notarial Service of Apt below Named.**

**Master André PAGES, Notary of the Professional Civil Society<<FRANÇOIS BOYER and ANDRÉ PAGES>>, holder of a Notarial Service inAPT (Vaucluse),**

**in receipt of the present act containing:**

**PROPERTY LEASING**

**BY:**

The**COMMUNE OF APT**, located in the section ofVaucluse.

Represented by Mr. Claude AGNEL, remaining in 84400APT, Acting as First Deputy mayor of aforementioned commune,

Andby virtue of the approval which it was given by the Town council according todeliberation of December 16th, 1998, an extract of certified correspondentminutes of which is enclosed after mention.

Made observation that an official report of theabove-mentioned deliberation was aimed by the Sub-prefecture of APT (Vaucluse),December 23, 1998.

Called<**<THE LESSOR>**>

**ON ONE HAND**

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**TO THE ADVANTAGE OF:**

Thecompany called <<**LABORATOIRESEUROSILICONE>>**. A Public company with capital of 1.050.000Francs, the seat of which is in APT (84400), District of Peyrolière, identifiedunder the number 347 535 296 and registered to the Régistre du Commerce andfrom Sociétés D’AVIGNON.

Representedby MR. FRANÇOIS TOURNIAIRE,

Havingany powers with intent to present, by virtue of article 19 of the statutes ofaforementioned society

Called<<**THE LESSEE>>**

**On the other hand**

WHICHagreed on leasing object of presents and beforehand displayed what follows:

**PREAMBLE**

Has/ The present contract binds, for a long duration, public bodies with a privatecompany. It introduces a certain numbers of original aspects of this fact. That’swhy both interested parties estimate necessary, in preamble, to clear the mindof this contract and to clarify their intentions to clarify the clauses whichwill follow and to facilitate interpretations in the future.

1)It is about a convention of tenancy matched by an agreement to sell whichimplicates reciprocal obligations but it is also about an act of trust, thecity of APT wishes the success of the industrial project of the purchasingcompany and considers that this success will be advantageous in the group ofthe inhabitants of APT. The purchasing company considers from his part, asfundamental of objectives followed by the city of APT and which is to assureits population the guarantee of stable and correctly remunerated jobs.

2)Being aware of the common interest which binds them, both parties also agreedto plan each time it will be necessary on the inherent problems for theexecution of present.

3)The nature of the agreements entered into, the reciprocal trust which existsbetween parties and without whom the present convention would not have beenborn, confer on the present contract a character <Intuitue personnae>.

One says of it here that thecompanies which perform operations of the property leasing in a habitual way musthave the quality of a tradesman (Article II, amended law of July 2nd, 1967),but nevertheless it is supposed that a non tradesman and notably a group canuse, in an occasional way to this process. The present leasing constitutes acompletely occasional operation performed by the city of APT.

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B/ The city of APT is owner of a building with industrial usage with contiguousground, the whole located on the Commune of APT (Vaucluse), registered with theland registry Section AK, No. 109, 110 and 162, in the industrial district ofPeyrolière.

Afterthis preamble being completely part of the act, it is passed to conventionsobject of presents.

**CHAPTER 1**

**LOCATION**

**FIRSTARTICLE: OBJECT**

Thelessor gives leasable, in conditions considered by the law 66-455 of July 2nd,1966 on the LEASING, to the lessee, which accepts, to take in lease hoe themreal estate indicated below:

**DESIGNATION**

INAPT (Vaucluse), District of Peyrolière,

Abuilding with industrial usage with contiguous ground,

Whollyregistered with the land registry:
| **Section** | ** ** | **No.** | ** ** | **Locality**        | ** ** | **Surface** |
|-------------|------------|---------|------------|---------------------|------------|-------------|
| AK          |       | 109     |       | Degan Way           |       | 5a 80ca     |
| AK          |       | 198     |       | La Peyrolière  |       | 49a 30ca    |
| AK          |       | 204     |       | La Peyrolière  |       | 8a 29ca     |
|        |       |    | ** ** | **Total  Surface:** |       | 63a 39ca    |

 

Suchas it continues and includes, with all its wealth, dependency and buildings bydestination, servitudes and joint ownership, without exception nor reservation,others than those being able to be related if need be in presents.

**ORIGIN OF OWNERSHIP**

**1) Inregards to the number 109 of section AK:**

Theaforementioned GOOD belongs to the COMMUNE Of APT, lessor in presents, by meansof the acquisition made by Mr. Ulysse Henry JACQUET (born at 84400 GARGAS, onJune 12th, 1921), and his spouse, Madam Jeanne Paule Alice PLAT (born at 84600VALREAS, on May 13th, 1926), and of Madam Geneivieve Martine JACQUET (born at84400 GARGAS, on February 16th, 1954), according to the act received by MasterAndré PAGES, Notary in APT (Vaucluse), on January 24th, 1998.

Thisacquisition took place for the main price of ONE HUNDRED AND SEVENTY THOUSANDFRANCS (170.000 F).

Thisact contains all statements of usage.

Agenuine copy of the aforementioned act was published in the Second Office ofthe Sociétés D’AVIGNON, on February 10th, 1998, volume 1998P, number 772.

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**2) Inregards to the number 198 of section AK:**

Theaforementioned GOOD belongs to the COMMUNE Of APT, lessor in presents by meansof the acquisition made, with others, with Mr. Ulysse Henry JACQUET (been bornin GARGAS, on June 12th, 1921) spouse of madam Jeanne Paule Alice PLAT,according to act accepted by master André PAGES, Notary in APT (Vaucluse), onDecember 30th, 1988.

This acquisition took placefor the principal price of ONE HUNDRED SEVENTY THOUSAND Francs (170.000 F).

Thisact contains all statements of usage.

Agenuine copy of the aforementioned act was published in the Second Office ofthe Sociétés D’AVIGNON, on March 6th, 1989, volume 3584, number 3.

**3) Inregards to the number 204 of section AK:**

Theaforementioned GOOD belongs to the COMMUNE Of APT, lessor it present by meansof made acquisition, with greater extent, by Mr. Joannès PARRACONE, divisionalDirector of Taxes, Administrative City in AVIGNON, acting by delegation of MRLEPRÉFET of VAUCLUSE, in the name and on behalf of the state, according to actaccepted by - in front of the prefect of Vaucluse, on November 6th, 1991.

Thisacquisition took place for the principal price of FORTY NINE THOUSAND Francs(49.000 F).

Thisact contains all statements of usage.

Agenuine copy of the aforementioned act was published in the Second Office ofthe Sociétés D’AVIGNON, on November 8th, 1991, volume 1991 page number 5426.

**SECONDARTICLE: TERM**

Thepresent lease is approved and accepted for a length of twelve (12) whole andsuccessive years which will begin to run the 1st of January one thousand nine hundred ninetynine (01/01/1999).

Thepresent tenancy does not confer to the lessee the faculty to cancel it pertriennial period, in accordance with the ordinance No. 66-455 of July 2, 1966,and to ordinance No. 67-837 of September 28 1967, to which the partiesexpressly intend to refer to;

Thepresent tenancy is not subjected to the arrangements of the decree No. 53-960of September 30th, 1953 on commercial leases (Cessation of the Supreme court ofappeal of June 10th, 1980).

**THIRDARTICLE: OCCUPANCY**

Occupancywill intervene on the first of January one thousand nine hundred ninety nine(01/01/1999).

**FOURTHARTICLE: CONDITIONS**

**4.1. - Appraisal**

Thelessee will take places and objects of the present lease in the state they werein at the time of occupancy.

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**4.2. - Allocation of places**

Thebuilding, object of presents, are intended for **manufacture,the development, the marketing of products containing silicone and any chemicalderivative of plastic, bound for the professionals of the plastic surgery orrepairing and pharmaceutical or para-pharmaceutical industry.**

Thisdestination will have to be the object of no change without the express andwritten agreement of the lessor.

Thelessee declares to make its personal deal of the approvals which would benecessary, if need be, for the financial year of its activity in theaforementioned places (particularly for installations classified for theprotection of the environment).

**4.3. - Use of places**

Thelessee will have to employ places rented in good manager, **exercise theactivity there above specified with the exception of others** andrespect all obligations, administrative or others, regulating, if need be, thefinancial year of this activity, so that the lessor can no way be worried orsearched on this subject.

Itwill conform to all regulations of the administration, notably because ofhygiene or salubrity and carry out in its expenses, and without resortingagainst the lessor, all work which could be required in this respect.

**4.4 - Job creation**

Thelessee promises to create, and to maintain in rented places a number of jobsaccording to the following calendar:

· about twenty jobs as of the delivery of thebuilding

· and at the end of the first two years, tothe constitution of a pole of at least 45 jobs.

Priority of recruiting willbe given as much as possible to the local labor.

**4.5 - Work**

Thelessee will not be able to perform in rented places any work of equipment andinstallation which will seem to him necessary or useful only after havingacquired the agreement of the lessor, provided that the work cannot harm thestructure of the building, and only if it is carried out under the supervisionof an architect or under a recognized engineering and design company by thelessor and whose fee will be supported by the lessee.

**4.6 - Maintenance - Compensations**

Forthe duration of the lease, any maintenance expenses, common compensations andmajor repairs including those of the article 606 of the Civil code, and ingeneral all those that fall habitually to the lessor will be, of expressconvention, payable by the lessee, either because the latter makes its dealdirectly of it, or that it refunds the counterpart with the lessor uponjustification.

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Howeverwith regard to repairs concerned with the guarantee of articles 1792 and followingof the Civil code, the lessor gives power of attorney to the lessee to exerciserights and actions of the lessor against all unspecified thirds which itbelongs to. However, no action of law will be taken before the lessor isinformed prior to any litigation taken.

Inthis title, the lessor promises to provide all necessary information to thelessee (markets, contract of insurance, etc).

Thepurchasing company will suffer that the financial backer makes office, duringthe course of the lease, in the rented buildings, whatever is of importance ofthe duration, even though this may exceed forty days and without being able toclaim with any allowance, or reduction in rent, all work unspecified whichcould become necessary, and in particular all rebuilding, repair work like anywork with the dividing walls, passage of drains, pose posts or pillars and alsoany improvement work, or new reconstructions that the lessor would considernecessary executions. In case of negligence on his/her part, the lessee shouldreimburse the lessor of the cost of this work within 15 days of receipt of thebill.

**4.7 - Change of distribution**

Anychanges of distribution, demolitions, boring of walls, beams or floors andgenerally any work likely to harm the structure of the building, will needprior written approval on behalf of the lessor. Work which would be thusauthorized should be carried out with expenses, risks and exclusive dangers ofthe lessee and under the supervision of an architect or under an engineeringand design firm beforehand agreed by the lessor and fee of which will be bornby the lessee.

**4.8 - Changes and improvements**

Allwork, decorating, improvements, any installations, including, if need be, thosewhich could be imposed by any legal or regulation measures, made by the lesseein the course of lease, will become the ownership of the lessor at theexpiration of the present tenancy, either by arrival of term, or due totermination.

Howeverif the lessee purchases rented property by employing the faculty which isconferred on him by the agreement to sell hereafter, developments, decorations,decorating and installations will then remain its property without additionalcharge.

Furthermorethe lessor will always be able if necessary, to ask for the re-establishment ofthe places in their primitive state, with the expenses, risks and exclusivedangers of the lessee, even for work specifically authorized by the lessor,unless the lessee does not raise the agreement to sell.

Itis nevertheless added that equipment, materials and installations not fixed atresidence like any material fixed but specific to its activity, will remain theproperty of the lessee and will have to be removed by him during his departure,in load to repair places, after this removal, except lifting of the agreementto sell.

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**4.9 - Visits of monitoring of the buildings**

Forthe duration of lease, the lessee will have to let the representatives of thelessor visit rented places, any time, to make sure of their state and toprovide at the first request of the lessor all justifications which could berequired of him, of the good execution of the conditions of lease.

**4.10 - Garnishment**

Therented places will have to be furnished at any time with material, furnitureand goods in sufficient quality and of value to answer and serve obligations ofthe present contract at any time to guarantee to the lessor of the payment ofthe rent and all expenses.

**4.11 - Sublease**

Verycomplete or partial sublease of places am specifically prohibited to thelessee, on pain of termination of lease, except express prior agreement of thelessor which will have to, besides, be called to intervene in the act ofsublease.

Anysub-rentings total or partial of the buildings is expressly prohibited to thelessee, under penalty of termination of lease, except prior agreement of thelessor who will have, moreover, be called to intervene in the act of sublease

Nevertheless,complete sublease is already allowed if the subtenant is:

· a subsidiary of the purchasing company asdescribed in article 354 of the law of 24.07.1996;

· a company whose purchasing company is asubsidiary company as described in article 354 of the law of 24.97.1966.

Thelessee will have to notify their intention to the lessor to sublease and theconditions of sublease as well as the name of the candidate by extrajudicialact or by registered letter with request of notice of receipt.

Withthe expiry of 15 days deadline from this notification, the silence of thelessor will be regarded as a refusal of authorization.

Inthe event of authorized sub-renting, the lessee will remain solely responsiblefor the execution of clauses and conditions of the lease and particularlyregulations of renting.

Inaddition, it is expressly agreed that the rented places form an indivisiblewhole in the common intention of the parties.

Thelength of sublease will never be able to exceed the length remaining on thepresent lease.

Thelessee forces furthermore himself to assure in relation to his subtenant thepayment of any possible indemnification of whatever nature.

Subtenant(s)will never be able to profit from the agreement to sell hereafter listed,except transfer of its promise by the lessee who will have to be notified tothe lessor by registered letter with notice of receipt.

**4.12 - Transfer of right to the lease**

Thelessee will be able to give up his right to the present lease only with theauthorization express, written and preconditioned of the lessor, this exceptapplication if necessary, the text of law and order, under penalty of nullityof the transfer authorized to the contempt of this clause, and even oftermination of the present contract seemingly good to the lessor.

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Inthe event of transfer of the right to the lease, the yielding lessee will be bejointly held with his assignee of all obligations put in his load by presents,and notably of the payment of rents in their term, and whole execution of allclauses of present lease.

Consequently,all successive tenants, even those which, having yielded their right to thelease would not occupy the rented places anymore, will be held jointly betweenthem with regard to the lessor of the payment of the rents and expenses and ofthe execution of all clauses and conditions of the lease, so that the lessorcan act against all successive tenants or any of them, all being held jointlyof the whole without being able to oppose the benefit of discussion ordivision.

Thisclause will apply to all cases of transfers, whatever form it is, as in theprovision of the right to the lease at any company in whatever form it is, thatthis provision is made at a new company or a preexisting one.

Transferor the provision in corporation will have to be accomplished in the presence ofthe lessor, unless this was not duly called by means of a simple registeredletter with request of notice of receipt, addressed to the lessor at leasteight days in advance.

Transferor provision will be determined by an authenticated deed from which anexecutable copy will be issued without expense to the lessor to serve him executabletitle against one or several transferees.

Incase of liquidation of property, compulsory liquidation or dissolution of thelessee, the transfer of the right to the lease by the property manager, thedebtor assisted by the property manager or the liquidator of the lessee will beable to perform only under conditions stipulated above.

Inthe event of trasnfer, the transferee will be automatically substituted byright in the benefit of the below conferred agreement to sell and will be heldof all obligations rising from the present contract, notably in termination.

**4.13 - Pledging of the fund**

Thelessee commits himself through his goodwill in hypothecation only after havingnotified the lessor of it and to have received his written consent.

Thisconsent could be refused only for serious and legitimate reasons in directconnection with the interests of the lessor and resulting from the presentcontract.

Inthe event of infringement with the present clause, the present contract willbe, if deemed fit to the lessor, cancelled on conditions below stipulated inthe article 7.1.

**4.14 - Control of the debt of the lessee**

Thelessee promises to ask for prior written agreement of the lessor for any loanin the short or the long term or any hire purchase contract having as object ofpersonal properties or real estates and the sum of which would be higher thantwo annual installments of rent tax free.

Tothis end, the lessee will be required to communicate to the lessor copies ofthe balance sheet, the operating statement, the profit and loss account of thepast financial year, as well as text of the report of the Directorate inordinary General meeting called to give a ruling on the count of aforementionedfinancial year; these documents will have to be produced in the month whichwill follow their ratification by ordinary General meeting.

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Ifthe lessor would think that a loan, lease or leasing, contracted regardless ofthis clause, would be capable of compromising the creditworthiness of thelessee, it could automatically terminate this contract on conditions shown inarticle 7.1 below.

**4.15 - Contribution - Levies and expenses**

Thelessee will discharge his personal contributions, professional taxes, andadditional taxes in previous, etc, so that the lessor is never demanded orquestioned on this subject.

Itwill reimburse moreover to the lessor the land levy and the tax on the domesticgarbage due as from this day.

Itwill meet all expenses of city and police in which the tenants are usually heldand with all the legal or administrative regulations to which the exploitationis and could be subjected.

Itwill have to carry out expenses and conditions issued in the document of townplanning regulating the area where the rented building is built and of which itstates to have knowledge of.

Itwill contract directly and with its expenses, risks and dangers, anysubscriptions and contract concerning water, gas, electricity, driving force,telephone, etc, bills of which it will pay regularly.

Itwill reimburse every year to the lessor, on top of the rent and out of theprogram of roles, any levies and property taxes and all other additional taxeswhich tax and will be able to tax the ground and the rented building, the wholein manner that the affected rent by the lessor is net.

**4.16 - Insurance**

Forthe duration of the present lease, the lessee will sign policies of insurancecovering the lessor and the lessee against fire risks, flood damage,explosions, natural calamities and recourse of the neighbors and third partieslikely to affect the rented building, as well as the material, equipment,supplies and movable objects furnishing the rented places, the capitals assuredto correspond to the real value of the building. The guarantee will have toextend to electrical damage, fresh damage of clearing, destruction andtransport of debris, displacement and replacement of any movable objects,expert’s fee, indirect losses.

Policieswill also take the civil responsibility of the owner and the lessee formaterial and bodily risks, as well as risk of <<losses of work>>the lessee.

Thelessee will have to have signed the policies of the owner from the receipt ofworks and the policies of the tenant before entry in places, to justify andjustification of the payment of premiums during every expiry date as well as,more generally, at any request of the lessor. If need be, the latter will beable to demand the increase of the assured capital.

Itwill in addition, be stipulated in the policies that the insurance companieswill be able to prevail of forfeiture for delay in the payment of premiums onlyone month after notification by their care, to the lessor, of this default inpayment. The lessor will have the faculty to replace the failing lessee to makethis payment, but the lessee will then have to reimburse it.

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Moreover,the lessor will have the faculty to sign any supplementary policy in the eventof insufficiency of the guarantees, but the lessee will have to reimbursepremiums to him.

Thepolicies will have to contain a clause according to which all indemnificationof insurance covering real goods, their installations and improvements will bepaid between the hands of the safe lessor to transfer to him of it, a partunder the scheduled conditions in the last subparagraph of this article. Tothis end, the lessee approves from now that the lessor touches, on his simplebills except his presence and without his competition, any indemnificationwhich would be allocated to him in the event of disaster of rentedconstructions.

Inthe event of disaster, the choice of reconstruction or non reconstruction ofthe building belongs to the lessor.

Ifthe lessor opts for reconstruction, he forces himself to undertake it for theslightest delays as soon as indemnification will be paid to him by the insurancecompany, length and the conditions of lease not being changed.

Nevertheless,the lessee will have to take responsibility for all of his expenditures whichwould exceed the amount of the allowance paid by the insurances.

Ifthe lessor does not opt for reconstruction he will keep on the indemnificationof insurance which will be allocated to him a sum equal to staying rents due upto expiration in the normal term of the contract, decreased interests not runon the contracted loans, but increased by expenses of preliminary terminationof the loan.

Ifthe rented building came to be destroyed during the lease by a non coveredaccident of the insurance policy, such as the act of war or any other caseforecasted or unforeseen, the lessor will keep on the possible indemnificationof reconstruction that he could equal a sum to that stated in the previousparagraph; after deduction of this sum, the lessor will transfer to theindustrialist lessee, the surplus of indemnification, unless both partiesprefer by mutual agreement, either to rebuild the stricken plant, or to use thefunds in another way.

**FIFTHARTICLE - RENTS AND EXPENSES**

Thepresent tenancy is approved and accepted for the following rent:

**5.1 - Rent**

Thesum of the monthly rent will be FORTY SEVEN THOUSAND FRANCS (47.0000,00 F) taxfree.

**5.2 - Expenses**

Inaddition to the rent, the lessee will pay off the tax on the added value andall accruing expenses of the rental.

**5.3 - Place of payment - Interests of delay**

Anysums owed by the lessee to the lessor by virtue of the present contract asrents, expenses and any levies, etc, will be paid by a performed sample thefirst of every month, in the hands of Mister Main Treasurer of the City APTmonthly and beforehand. The first payment will take place on January 1st, 1999.

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Inthe event of non payment on the expiry date of the rent or his attachments owedby the lessee, the lessor will receive interests of delay, without it beingnecessary to address any demand.

Theseinterests will be calculated at the interest rate of the loan, increased bythree points and the VAT as from the due date, any started month beingconsidered as a whole month.

Thepayment of this post maturity interest will not be worth adjournment of termsof payment, the lessor keeping all its rights to this subject, in particularwith regard to a possible termination.

**5.4 – Guarantee Deposit**

Toguarantee the execution of his obligations, the lessee overturned at the sameinstant to the lessor, who acknowledges it, the sum of **TWO HUNDREDEIGHTY TWO THOUSAND FRANCS (282.000.000 F)**, representing 6 months ofrent.

Underno circumstances will the lessee be able to charge the rent and his attachmentsto this deposit.

**SIXTHARTICLE - FISCAL STATEMENT - OPTION VAT**

Inaccordance with the provisions of articles 260-2 and 193 to 195 of appendix IIof the General Tax Code, the lessor declares to opt for the payment of VAT onthe rentals. He states to make his deal of the declarations of opening adistinct sector and opting near the tax authorities under the conditions inarticles 191 and 192 of appendix II, article 286 and articles 32 and followingof appendix IV of the CGI

Moreover,it has to declare with the tax authorities the finalization of the localservices of the present convention within 90 days of the accomplishment ofbuilding in accordance with the article 1406 of CGI.

Tothis end, the lessee will provide the lessor in good time, the elementsnecessary to the aforementioned declaration.

**SEVENTHARTICLE - TERMINATION**

**7.1 - Termination by right**

Inthe event of non execution by the lessee in any one of his agreements definedin this contract, in particular in the absence of payment of the rents, thelessor will have the rightful ability to cancel the present contract havingrequired the lessee to regularize his situation by command or notice to pay orto respect the stipulations of the lease containing statement by the lessor ofhis intention to use the benefit of the present clause.

Ifa month after this command, the lessee did not regularize his entire situationor if, for work to be performed, he did not undertake with suitable diligenceall that it can possible do, the lessor will be able to propose the terminationof the lease and the expulsion of the lessee will take place on simpleordinance of summary procedure.

Moreover, the lessee will beindebted to the lessor in addition to the expired rents, remainder which had,of an allowance contractually fixed at:

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· 30% of the rents remaining due until thenormal term, termination intervening in the first 5 years.

· 50 % of rents remaining due until the normalterm, termination intervening between the fifth and the tenth year.

· 80 % of rents remaining due until the normalterm, if termination intervenes after the tenth year.

Thisallowance will be raised VAT.

Dueto termination, the agreement to sell, authorized in article 9 below, willautomatically become null and void.

**7.2 - Termination by the lessee**

Thiscontract can be terminated by the less with 6 months notice, by registeredletter with notice of receipt, but this faculty of termination will not be usedbefore the expiration of a period of 9 years from the date of notification ofsetting to layout of the premises and will involve the payment by way ofallowance of cancellation of a sum which, given that the good was designed andcarried out according to the specific needs of the lessee, will be of a sumequal to 90% of rents considered until the expiry of the contract in its normalterm decreased by the interests not fallen on the loans but raised allowancesfor VAT.

Thisallowance of termination, related to the particular character of the contract,will be due in particular by the lessee in situation of compulsory liquidationor liquidation of property, if it will have opted for the termination of lease,in accordance with article 52 of law No. 67-563 of July 13th, 1967.

Theplaces will have to be released the day before the date of effect of thetermination. Due to termination, the agreement to sell, authorized in article 9hereafter, will become automatically null and void.

**CHAPTER II**

**UNILATERAL PROMISE OF SALE**

**EIGHTHARTICLE - AGREEMENT TO SELL**

Thelessor promises to the lessee to sell him the property group, object ofpresents (not withstanding any modifications on top of that or in less whichwould have been able to intervene for the duration of the tenancy) on habitualconditions and of right notably, for the purchaser, to take property sold intheir condition and consistency at the day of sale and in those below defined.

Thesale in question will have to be regularized by authenticated deed.

Itis subjected to the suspensive condition of this authenticated deed and theentire payment of the price at the time of this signature, independently of thecondition stipulated in article 9 (a) below.

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**NINTH ARTICLE- FORMS - DATES**

Thelessee will have to notify the lessor, by registered letter with notice ofreceipt, at the latest, SIX (6) MONTHS before the expiry date of the lease.When the time expires, and by the only fact of the expiration of term, the beneficiaryof the present agreement to sell will be deposed by right, and without demand,of the right to ask for the realization of the sale.

Thelessor already promises to take any measures in due time so that thisauthenticated deed is signed in the shortest possible time as from the date oflifting of the promise.

**NINTHARTICLE (a) - CONDITIONS OF THE AGREEMENT TO SELL**

Thepresent agreement to sell is subjected to express condition that at theexpiration of the lease, the lessee meets all obligations resulting from thepresent contract of leasing and notably, that he regulates the entirety ofrents owed as lease, these, considering the special nature of leasing, havingat the same time the character of rent and down payment on price.  If this condition was not satisfied duringlifting, the sale resulting from this lifting would take place under the samecondition.

**TENTH ARTICLE - FACULTY OFPRELIMINARY PURCHASE**

Thelessee will nevertheless have the faculty to raise before the appointed timeand in the same forms, the agreement to sell which is authorized to him.

Ifthe sale were to be carried out thus by anticipation, the selling price wouldbe equal to the capital remaining due, the table amortization, but raisedpossible expenses of cancellation anticipated of the contract of loan, amountof the VAT which should be currently transferred by the financial backer withthe Treasury in application of article 210 appendix II of the C.G.I. (currentlybefore the beginning of the ninth year which follows the date of effect ofleasing) and of the amount of the transfer taxes, the fees and the expenses,and finally of the amount of the subsidy of the area, refundable in the eventof transfer of the buildings. This amount will be indexed on the monetary valueof the factory, as fixed by the administration of the estate. This price wouldbe exact, entirely with the signature of the authenticated deed without itbeing possible for the purchaser to pay the sum due by means of spread outremittance.  The authenticated deed willhave to intervene in the shortest possible time after the lifting of thepromise on the initiative of the diligent party.

Thelessor will transfer, if it is necessary, under the conditions consideredcurrently to article 210 IV appendix II from the C.G.I., the transferable VATto the purchaser.

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Moreover,in case of anticipated acquisition, the lessee takes the agreement to respectprinciples posed in article 239 of the C.G.I. and if the price, such as fixedas above, appears lower than the value which would have this building in itswritings if it had acquired it at the date of the present credit, to reinstatein its results as the financial year of cession, the fraction of the versedrents corresponding to the difference between the aforementioned residual valueand the delivery price of the building.

Lastly,the present faculty of purchase anticipated is authorized only under expresscondition that at the date where the lessee would ask to benefit from it, itcompletely regulates the expired rents as well as it is said in the article 9(a) above.

**TENTHARTICLE (a) - SPECIAL CONDITION RELATING to the AGREEMENT CONCLUDED BETWEEN THECOMMUNE Of APT AND THE REGION PROVENCE ALPS COTE D’AZUR:**

Moreover,the present leasing takes place under the condition hereafter literallyextracted from article 5 of the agreement signed between the Commune of APT,lessor>> and the REGION PROVENCE ALPS COTE D’AZUR for the realization ofthe building being the object of presents:

<<ARTICLE5 - RESALE OF THE BUILDING

<<If,for the duration of the present agreement the beneficiary of agreementconsidered a complete or partial sale of the building, he should even beforeapproving promise, collect the express agreement of the Standing committee ofthe Regional Council.

<<inthe event of non acceptance it could be proceeded to the cancellation ofagreement according to modalities considered in article 6

<<-inthe case of authorized sale, the sum of the refund of the financialparticipation of the Regional council owed by the recipient will be calculated,according to the date of sale, according to the following formula:
| R = S  |  n  (1 + b) where |
|--------|------------------------|
|   |  d                |

 

<<-**R** is the sum of refund

<<-**S** is the sum of the initial financial participation of theRegional council

<<-**d** is the length of agreement

<<-**n** the remaining number of years of validity of the presentagreement

<<-**b** the report of the difference of the indications of thecost of construction at the date of construction (i1) and at the date of sale(i2) to the index at the date of construction:
| (B-i2- | i1) |
|--------|-----|
|   | i1  |

 

Thetransfer of this sum will intervene within 2 months as from the signature ofthe bill of sale.

Inaccordance with the tenth article which preceded, the lessee promises toreimburse expenses to the lessor and indemnification of which it is a matterabove, which would increase the selling price in the event of purchaseanticipated before the expiration of the length of the agreement with theREGION PROVENCE ALPS COTE D’AZUR.

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**ELEVENTHARTICLE - PRICE**

Theselling price, intervening as it is said in the ninth article, that is in theexpiration of lease, fixed from today to the SYMBOLIC FRANC.

Thisresidual price being less than the value of the ground in the writings ofcredit lessor.

Thelessee promises to return in his results of the exercise of acquisition, thedifference between this value of the ground and this price, in accordance withthe provisions of article 239 of the General Tax Code.

Allrights, expenses, taxes and accruing fees related with this change will be theexclusive responsibility of the lessee who obliges to it

Itis added that in the present state of right, the transfer taxes will have satonly on this residual price, and not on the monetary value of the building.

Itwill be increased, if necessary, of a sum equal to the rents owed to the titleof the lease which would not have been regulated.

**CHAPTER III**

**TWELFTHARTICLE - EXPENSES**

Allexpenses, rights, taxes of land publicity, remuneration, will be the exclusiveresponsibility of the lessee who obliges to it.

**THIRTEENTHARTICLE - LAND ADVERTISING**

Thepresent agreement will be subjected to the formality of land advertising.

**FOURTEENTHARTICLE - FISCAL STATEMENTS AND OTHERS**

Forthe collection of all duties, taxes and fees, the parties make the followingstatements:

1)As regards to PROPERTY LEASING as such:

Thewhole of the rents for the twelve (12) year period comes out to SIX MILLIONSEVEN HUNDRED AND SIXTY EIGHT THOUSAND FRANCS (6.768.00 F00) Exclusive of Tax,that is to say EIGHT MILLION ONE HUNDRED SIXTY TWO THOUSAND TWO HUNDRED ANDEIGHT FRANCS (8.162.208 F00) including all taxes

2)            And with regard to theagreement to sell, the price is already fixed to the SYMBOLIC FRANC.

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**FIFTEENTHARTICLE - ELECTION OF DOMICILE**

For the present execution,the parties elect residence, knowledge:

· The lessor, in the Town hall of APT,

· The lessee, in the rented places.

**OF WHICH ACT**

Consisting of:

· 16 pages

· approved reference

· bar drawn in white

· striped whole line

· scratched no figure

· no Word

 

And after made reading,parties signed the present act with the Notary undersigned.
| Mr. Claude AGNEL           | Mr. François TOURNIAIRE               |
|----------------------------|--------------------------------------------|
| 1st Assistant to the Mayor | Président Directeur Général |
| from the City of APT       |                                       | of LABORATOIRES EUROSILICONE |   |
|                            |                                            |  |  |

 

Mé André PAGES, Notary

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FRENCHREPUBLIC

**EXTRACT OFTHE REGISTER**

**DELIBERATION OF THE TOWN COUNCIL**

**SESSION OF16-12-1998**

**20 hours**

**The First ofMarch One thousand nine hundred ninety eight at 8 pm** the Town council met to the number of itsmembers prescribed by Law, in the Room of the Town council, under thepresidency of PIERRE BOYER, Mayor.

**BEINGPRESENT**: BOYERPierre, AGNEL Claude, CARACCHIOLI Monique, IMBERT Pierre Bernard, CHEVALIERBERNARD, VINCENTELLI José, MARTIN JEAN-Marie, ROLLAND Gérard, CORNU Paul, PERONMaxime, JEAN Max, FERNANDEZ Nicole, RIGOUARD Jacques, THÉVENIEAU Dominique,BEYNET Josiane, LISITA Pascale, VEZILIER Frédéric, CHAUVIN Magali, LUIGGIJean-François, BROUKER André, TREMEAU Pierre, KRAVETZ Dominique, DELOY Pierre-Philippe,ROUSSY Nicolas

**GIVES POWER OF ATTORNEY**: BEAUSSAC Bernard capacity with ROLLANDGerard, BAYSETTE Paul capacity with AGNEL Claude

**ABSENTEES**: THOULON Jean-Luc, DELAUP Jean-Pierre, PITONJean-Louis, LAURENS Martine, VIGUIER Michèle, CREVOULIN Jean-Pierre, MANENTDidier

Session is opened, Mr. LUIGGIJean-François is named Secretary.

Mister Mayor recalls to theCouncil:

The deliberation of June23rd, 1997 deciding of the construction of a building for the CompanyLaboratoires Eurosilicone on 1 500-square meters, to transfer the head officeand the offices from this company, currently in Cergy Pontoise on APT, in thequarter of Peyrolière.

The deliberation of September19th, 1997 requesting the maximum assistance to which this project can claimthe total cost of operation of which is estimated at 7 000 000 Francs,specifying that it would be presented by S.I.V.U. of Albion in its totalprogram as the civil restructuring of Albion’s plateau.

Following the meeting of theboard of appeals of offers for the opening of files, it was determined anincrease of the expense of the plan of one MILLION francs tax free, comparedwith the initial estimate, owed to the increase of the surface of the buildingswhich passed to 1 700 square meters this having proved essential at the time ofthe thorough study of this project.

The construction of thisbuilding located in the district of Peyrolière in APT, registered with the landregistry section AK No. 109, part of No. 110 and No. 162, arriving in the longterm, Mister Mayor proposes with the Council a hire purchase contract with theCompany Laboratoires Eurosilicone as from January 1st, 1999, for a duration oftwelve years and a monthly payable rent of 47 000 francs tax free payable inadvance. The document of land surveying will be joined with this contract.

Mister Mayor asks Council todeliberate

**COUNCIL**

**YES - TheACCOUNT OF MISTER MAYOR**

**DELIBERATION**

and**APPROVES** such as it is presented to him, the leasing betweenthe Commune of APT and the Eurosilicone Company which will be established bynotary for the building of Peyrolière whose construction is practicallyfinished.

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·  **SAY** that this contract is established for aperiod of twelve years, as from January 1st, 1999, for a monthly sum of 47 000Francs tax free, all maintenance costs as well as land expenses being supportedby lessee.

·  **AUTHORIZED** the Mayor or Mr. CLAUDE AGNELFirst Assistant or one of the Assistants to sign the contract of leasing andall the parts relating to it.

This proposal is accepted by:**26** votes**FOR**, 0 votes**AGAINST**, 0**ABSTENTION**.
|            | **FOR CORRESPONDENT EXTRACT** |
|------------|-------------------------------|
| ** ** |
| ** ** | **THE MAYOR**                 |
|            |                               |  |

 

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**FOR AGENUINE COPY****written on twenty pages, Accomplished by reproduction,delivered by Master André PAGES, Notary undersigned and certified by him ascomplying with the minute.**

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