Exhibit 10.24


 


LEASE AGREEMENT


 


between


 


	
  SCHAUBLIN SA

  
	
   

  
	
  Rue Principale 2-4

  
	
  2735 Bevilard

  
	
   

  
	
  (hereinafter the “Lessor”)

  
	
  and

  
	
   

  
	
  RBC SCHAUBLIN SA

  
	
   

  
	
  Rue de la Blancherie 9

  
	
  2800 Delemont

  
	
   

  
	
  (hereinafter the “Lessee”)

  
	
  (hereinafter together the “Parties/Party”)

  
	
  regarding

  



 


THE SITE ON RUE DE LA BLANCHERIE 9, IN 2800 DELeMONT


 


	
  (hereinafter the “Lease Agreement”)

  



 


1.  LEASE OBJECT


 


The “Lease Object” are the
entire premises of Schaublin SA at Rue de la Blancherie 9, in 2800 Del6mont,
including all manufacturing and offices facilities and all park fields. (A site
map is enclosed as Appendix 1 hereto.)


 


2.  TERM OF THE LEASE


 


The lease shall start on December 13,
1999 for a fix initial term until 31. December 2009.


 


3.  OPTIONS


 


Lessee shall have two options
to extend this Lease Agreement for two terms of five years each.


 


Lessee shall give written
notice to Lessor of the use of such option twelve months in advance. Therefore
Lessee shall notify Lessor by December 31, 2008 if Lessee wants to make
use of its first option and Lessee shall notify Lessor by December 31,
2013 Lessee wants to make use of its second option.


 





















 


4.  REGISTRATION


 


Lessor herewith consents that
Lessee will register (vormerken) this Lease Agreement in accordance with art.
216 III OR, 261 (b) OR and 959 ZGB.


 


5.  LEASE


 


The annual lease for the
Lease Object shall be:


 


	
  Calendar Year

  	
   

  	
  Amount In CHF

  
	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  800’000

  
	
  2001

  	
   

  	
  822’000

  
	
  2002

  	
   

  	
  844’500

  
	
  2003

  	
   

  	
  866’500

  
	
  2004

  	
   

  	
  989’000

  
	
  2005

  	
   

  	
  911’500

  
	
  2006

  	
   

  	
  933’500

  
	
  2007

  	
   

  	
  956’000

  
	
  2008

  	
   

  	
  978’500

  
	
  2009

  	
   

  	
  1’000’000

  



 


The above amounts do not
include VAT.


 


The lease shall be paid in
quarterly installment. The installments shall be due monthly in advance.


 


The lease for the time period
as of December 13, 1999 until December 31, 1999 shall be free of
charge for Lessee.


 


There is not deposit to be
paid for the lease. Clause 11 of Appendix 2 shall not be applicable.


 


6.  MODIFICATION OF LEASE


 


The lease applicable for the
term of the options according to clause 3 hereinabove shall be mutually agreed
by the Parties. Clause 6 of Appendix 2 shall not apply. There is no reserve
according to clause 17 of Appendix 2.


 


7.  RIGHT OF FIRST REFUSAL


 


The Lessee shall have the
first right to purchase the Lease Object. Lessor shall not sell the Lease
Object prior to notify its intention to sell to Lessee. Such notification shall
name the purchase price. If Lessee, within thirty days after having been
notified, does not declare his intention to buy the Lease Object, Lessor may
sell the Lease Object within one year after notification to Lessee, however,
for a price not lower than the price notified to Lessee. If Lessee does not
answer to a notification received from Lessor, this shall be deemed to be a
refusal to buy the Lease Object.


 


2





















 


The same right of first
refusal shall apply if Lessor intends to assign the Lease Object free of
charge. However, Lessee shall not be entitled to obtain the Lease Object free
of charge. In such case, the purchase price for the Lease Object shall either
be mutually agreed between the parties or by a third party mutually agreed by
the parties or, in the absence of such agreement, by a third party to be
designated by the president of the Swiss association of owners of real estate
(Schweizerischer Hauseigentumer Verband).


 


8.  ADDITIONAL COST ACCORDING TO CLAUSE 5 OF
APPENDIX 2


 


Lessee shall pay the cost for
electricity directly.


 


For all other additional cost
according to clause 5 of Appendix 2, Lessee shall pay to Lessor an amount of
CHF 17’000.— monthly in advance.


 


Lessor shall make yearly
accounts on such additional cost and submit it to Lessee for review. Lessee
shall be entitled to audit such accounts. The balance resulting of the accounts
as approved by the parties shall be paid by the owing party within 20 days
after approval of such accounts.


 


9.  TAKE OVER PROTOCOL AND MODIFICATIONS OF THE
LEASE OBJECT


 


The Parties agree to set up a
take over protocol for the Lease Object during January 2000.


 


Lessee shall have no
obligations to put the Lease Object back into original condition when handing
the Lease Object back to the Lessor upon termination of this Lease Agreement
and clause 8.2.2 of Appendix 2 shall not apply. Lessee shall only be obliged to
remove all machinery and equipment and all furniture and computer installations
from the Lease Object and to hand over the Lease Object empty, and reasonably
clean (besenrein). Lessor is aware of the fact that upon termination of the
Lease Agreement and upon moving out there will be major reconstruction and redecoration
work to be performed.


 


The Lease Object can be used
for all activities of Lessee. Lessor, however, shall not be under any
obligation to reinforce the buildings of the Lease Object, except for
reinforcement required due to maintenance.


 


Modifications of the Lease
Object by Lessor according to clause 8.1 of Appendix 2 shall require Lessees
prior consent.


 


10.  PANELS


 


Lessee shall be entitled to
fix panels to the outside of the buildings of the Lease Object ac-cording to
his sole an free discretion, however, within the limits of the applicable laws
and regulations, but with no prior consent of Lessor being required.


 


11.  GENERAL TERMS AND CONDITIONS


 


In addition to the above
provisions, which shall supersede and overwrite any provisions to the contrary,
the general terms and conditions as per Appendix 2 shall apply.


 


3





















 


12.  GOVERNING LAW


 


This Lease Agreement shall be
subject to the Swiss Federal Code of Obligations, art. 253 ff.


 


	
  Zurich,

  	
   

  	
   

  
	
   

  
	
  Dr. Matthias V. Jermann

  	
  Michael S. Gostomski

  	
   

  
	
   

  	
  Schaublin SA

  	
   

  
	
  RBC Schaublin SA

  
	
  Appendix 1

  	
  Site Map to be provided by
  Lessor by December 31, 1999

  
	
  Appendix 2

  	
  Bail a loyer bernois pour
  locaux commerciaux (Association des proprietaires foncier du canton de Berne)

  
						



 


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