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                                                                   EXHIBIT 10.25

                                                       29 April 1997
                                                       -------------------------
                                                       Property lease granted by
                                                       SLIBAIL IMMOBILIER and
                                                       NORBAIL IMMOBILIER to
                                                       AUXITROL SA
                                                       -------------------------

                      JEAN-LOUIS REGNIER, JEAN-LUC REGNIER
                         GERARD HERVET, CHARLES BRICARD
                        LUC BOUVET ET FRANCOIS THESSIEUX

                                    NOTARIES

                         holders of a notarial office at

                          20, RUE DES PYRAMIDES, PARIS

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At the head office of Societe Civile Professionnelle "Jean BERGERAULT, Francis
BERGERAULT, Bruno BERGERAULT, Notaires associes, holder of a notarial office at
3 rue Emile Zola, Bourges (Cher),

Maitre Francois THESSIEUX, notary in partnership of a company holding a notarial
office at 20, rue des Pyramides, 75001 Paris, received this deed in authentic
form.

INFORMATION ABOUT THE PARTIES

1.   LESSORS

1.1  SLIBAIL IMMOBILIER

A public limited company,

governed by existing laws, notably Article 2 of Act No 66-455 of 2 July 1966,
modified by government order No 67-837 of 28 September 1967, with respect to
enterprises carrying on a leasing business, and by its bylaws,

with a capital of two hundred twenty million French francs (FRF 220,000,000),

having its registered office at 19 boulevard des Italiens, 75002 Paris,

entered in the Register of Companies of Paris under No B 682 039 086 (68B03908),

approved for the benefit of the tax rules applicable to SICOMIs (French
tax-exempt commercial property companies) by an order from the Ministry of
Finance dated 3 October 1968, whose decision to preserve the benefit of this tax
regime on the conditions stipulated in Article 96.I, second paragraph, of Act
90.1168 (Budget Act for 1991) was recorded on 4 July 1991 by the Ministry of the
Economy, Finance and the Budget,

originally incorporated under the name "SOCIETE LYONNAISE IMMOBILIERE POUR LES
COMMERCE ET L'INDUSTRIE - SLICOMI" and having:

-    changed its name to "SLIBAILSICOMI" by virtue of a resolution adopted by
     the Extraordinary General Meeting of partners of the said company on 9
     November 1992, a duly certified copy of whose minutes was appended, after
     mention, to an office copy of a deed recording their registration, received
     by Maitre Jean-Louis REGNIER, notary in partnership in Paris, on 21
     December 1992,


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-    adopted its current name by virtue of a resolution adopted by the
     Extraordinary General Meeting of partners of the said company on 29 January
     1996, a duly certified copy of whose minutes was appended, after mention,
     to an office copy of a deed recording their registration, received by
     Maitre Jean-Louis REGNIER, notary in partnership in Paris, on 4 March 1996,

     represented by:

     Mr Jean-Pierre HIEBEL, attorney in fact, domiciled at 106 rue des Trois
     Fontanot, Nanterre, Hauts de Seine,

     acting on behalf of Mr Claude VIVIEN, General Manager of the said company,
     by virtue of a power of attorney granted privately on 28 April 1997 in
     Nanterre, appended hereto after mention,

     the said Mr VIVIEN being at the time domiciled at 34 rue Laffitte, 75009
     Paris and currently domiciled at 106 rue des Trois Fontanot, Nanterre,
     Hauts de Seine, duly empowered to act herein by virtue of his functions,
     confirmed for an indefinite time, with the right of substitution and with
     the broadest possible powers to act under all circumstances on behalf of
     the said company, including the power to act before the courts, by virtue
     of a resolution adopted by the Board of Directors of the said company on 16
     February 1995, a duly certified copy of whose minutes was appended, after
     mention, to an office copy of a deed recording their registration, received
     by Maitre Jean-Louis REGNIER, the aforesaid notary, on 22 May 1995.

1.2  NORBAIL IMMOBILIER

A public limited company,

with a capital of FRF 50,000,000,

having its registered office at 16 rue Le Peletier, 75009 Paris,

entered in the Register of Companies of Paris under No B 352 109 656 (89B14721),

represented by:

Mrs Elisabeth MORIN-GAILLARD, domiciled at 16 rue Le Peletier, 75009 Paris,


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acting in her capacity as corporate secretary of the said company and by virtue
of the powers delegated to her by Mr DESMADRYL under a private deed executed in
Paris on 28 May 1996, filed on 12 June 1996 at the notarial office at 83
boulevard Haussmann, 75008 Paris.

Under the said deed, Mr DESMADRYL himself acted as Chairman of the Board of
Directors of the said company, a function to which he was elected and which he
accepted by virtue of a resolution adopted by the Board of Directors on 29 March
1996, of which the minutes were filed on 12 June 1996 at the notarial office at
83 boulevard Haussmann, 75008 Paris.

SLIBAIL IMMOBILIER and NORBAIL IMMOBILIER as well as their representatives are
herein referred to as the "LESSOR", acting jointly and respectively up to 50%
for SLIBAIL IMMOBILIER, the lead manager, and up to 50% for NORBAIL IMMOBILIER,

                                                         PARTY OF THE FIRST PART


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2.   LESSEE

AUXITROL SA

A public limited company,

with a capital of FRF 25,000,000,

having its registered office at 78, 80 avenue de la Prospective, Bourges, Cher,

entered in the Register of Companies of Bourges under No B 602 023 251 (63B64),

represented by:

Mr Henri VERGES, Chairman of the Board of Directors of the said company,
domiciled at 78, 80 avenue de la Prospective, Bourges, duly empowered to act
herein by virtue of a resolution adopted by the Board of Directors of the said
company in Saint Cloud on 3 April 1997, of which a duly certified copy is
appended hereto after mention.

AUXITROL SA and its representative are herein referred to as the "LESSEE",

                                                        PARTY OF THE SECOND PART


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PREAMBLE

                                   WITNESSETH

1.   The LESSEE wishes to have industrial premises, to be constructed on the
     site described hereinafter, located in BOURGES (Cher) and currently owned
     by SEMARB, hereinafter referred to as the OWNER OF THE SITE.

2.   Without intervention by the LESSOR, the LESSEE has taken the initiative to
     negotiate its acquisition terms directly with the OWNER OF THE SITE.

3.   The LESSEE arranged to have established, according to its needs, the
     construction program for the premises to be erected at the site.

4.   On 10 February 1997, the LESSEE filed a building permit application.

     On 7 March 1997, the LESSEE obtained a building permit bearing No 018033 97
     P0025, delivered by the Commune of BOURGES.

     This permit was displayed at the townhall of BOURGES, as witness an
     affidavit issued by the said townhall on 14 April 1997, and was displayed
     at the site, as witness a report drawn up on 11 March 1997 by Maitre Jean
     CHASTEL, bailiff in partnership in BOURGES.

5.   The LESSEE has asked the LESSOR for the following property financing
     transaction in its favor, including:

     -    acquisition of the said site by the LESSOR,

     -    construction by the LESSOR of the premises needed by the LESSEE,

     -    and lease by the LESSEE of the building, under a lease tied to a sales
          undertaking.

6.   The LESSOR has agreed to carry out this financing transaction in the light
     of the LESSEE's person and the guarantees which the LESSEE has agreed to
     provide.


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7.   Under a deed received this day by Maitre Francis BERGERAULT, notary in
     partnership in BOURGES, the LESSOR accordingly acquired the said site at a
     price of FIVE MILLION FRANCS excluding VAT (FRF 5,000,000 ex-VAT),
     incremented by ONE MILLION THIRTY THOUSAND FRENCH FRANCS (FRF 1,030,000) by
     way of VAT, paid cash.

     The LESSOR has further paid the notary the sum of SEVENTY-FIVE THOUSAND
     FRANCS (FRF 75,000) by way of provision for the duties, taxes, costs and
     emoluments due in connection with said acquisition.

8.   The LESSEE has intervened in this sales deed to declare that all clauses
     and terms of this deed correspond to those which the LESSEE itself had
     negotiated with the seller.

                             DESCRIPTION OF PROPERTY

LAND TO BE ACQUIRED

In BOURGES (Cher).

A building site survey section ZM number 139 at the site known as "Le Noir a
Beurat", with a content of five hectares thirty-seven areas and ninety-one
centiares (5ha 37a 91ca).

The said site is part of a development program governed by the ZONE
D'AMENAGEMENT CONCERTE DE L'ECHANGEUR (cloverleaf concerted development zone)
procedure adopted by resolution of the town council of the city of BOURGES on 26
October 1989, approved by the Prefect of the Cher district on 26 October 1989,
of which the documents are filed with Maitre BOUTET, notary in partnership in
BOURGES, referred to more extensively hereinafter.

CONSTRUCTIONS TO BE ERECTED

An industrial building with a gross leasing area of 10,183 sq.m. and 251 parking
places at the surface.

In the remainder of the text, the term "property" shall be used to refer to all
property elements and rights covered by the lease.


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                                   AGREEMENTS

NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS

The parties agree to carry out, within the framework of Act No 66-455 of 2 July
1966 and Article 57 of Act No 95-115 of 4 February 1995, the property financing
transaction described in the foregoing preamble and forming an indivisible whole
by agreement between the parties.

Accordingly,

-    the parties have laid down and agreed to their reciprocal obligations
     during the construction period;

-    the LESSOR leases to the LESSEE, which agrees to let, the property
     described above;

-    the LESSOR undertakes to sell said property to the LESSEE, which accepts
     this undertaking as an undertaking only, and reserves the right to acquire
     or not to acquire said property at its discretion;

on the General Terms (part one) and the Special Terms (part two) laid out below.


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                                    PART ONE

                                  GENERAL TERMS


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                                  GENERAL TERMS
                                    CONTENTS

            PRELIMINARY DECLARATION: TRANSFER OF RISKS TO THE LESSEE

TITLE 1

100    AGREEMENT REGARDING PERIOD PRIOR TO EFFECTIVE DATE OF LEASE
101    Purchase of site (*)
102    Erection of constructions (*)
103    Financing of works (*)
104    Pre-rent (*)
105    Resolution during the period prior to the effective date of the lease

TITLE 2

200    LEASE
201    Effective date - Term (*)
202    Defects in leased property
203    Enjoyment and purpose of property (*)
204    Transfer of contract
205    Sublet - Pledge of business
206    Works
207    Rent (*)
207bis Temporary complementary rent (*)
208    Charges
209    Termination
210    Termination at LESSEE's request
211    Expropriation
212    Insurance
213    Insurance losses

TITLE 3

300    UNILATERAL UNDERTAKING TO SELL THE LEASED PROPERTY
301    Purpose
302    Request to consummate sale
303    Terms and conditions of sale (*)

(1)  Note: The paragraphs followed by the (*) sign must be filled out with the
     data in the corresponding paragraph in the Special Terms. The other
     paragraphs may also be modified in the Special Terms.


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TITLE 4

400    GUARANTEES OFFERED BY THE LESSEE
401    Personal guarantee (*)
402    Death and disability insurance (*)
403    Other guarantees (*)

TITLE 5

       NOT APPLICABLE

TITLE 6

600    CONDITION PRECEDENT

TITLE 7

700    MISCELLANEOUS PROVISIONS AND REPRESENTATIONS
701    Terms of payment governing sums owed by the LESSEE (*)
702    Late-payment interest
703    Vacation of premises
704    LESSOR's privilege
705    VAT option
706    Repayment of VAT to the Treasury by way of regularization
707    Land registration (*)
708    General Meetings of Co-owners Association
709    Miscellaneous costs
710    Management powers (*)
711    Other provisions (*)
712    LESSEE's representation
713    Election of domicile - jurisdiction


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            PRELIMINARY DECLARATION: TRANSFER OF RISKS TO THE LESSEE

The parties represent that it is their common intention to consider all phases
and aspects of this operation - notably its legal and financial aspects - an
indivisible whole.

Moreover, the parties wish to stress the LESSOR's essentially financial
intervention in this operation.

The LESSEE, which has taken the initiative to make this investment, chosen the
site and ordered construction drawings according to its needs, and will be the
user of the property and may become its owner if it so desires, intends to
remain entirely in control of the operation, both during the construction period
and during the term in which the property is leased, even though the property
will be owned by the LESSOR for the financing term.

The LESSOR acknowledges that, even though it is the legal owner of the property,
its role, within the limits agreed between the parties and provided the LESSEE
fully performs its contractual obligations, is to finance a site chosen by the
LESSEE and the constructions defined in descriptive specifications.

Accordingly, it not only seems legitimate for the LESSEE to assume the risks
generated by its legal situation but also to assume the transfer of any and all
obligations and any and all risks, even those resulting from force majeure,
which would be incumbent on the builder and the property owner under general law
provisions.

This agreement is drafted subject to this preliminary declaration, which shall
be the constant reference to determine the division of charges, obligations and
risks between the parties and as necessary to determine the common intention of
the parties.


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                          TITLE 1 OF THE GENERAL TERMS

100  AGREEMENT REGARDING PERIOD PRIOR TO EFFECTIVE DATE OF LEASE

*101 PURCHASE OF SITE

     Acquisition shall be by notarized deed.

     The notarized deed can be signed only if the building permit and any
     administrative authorizations necessary for construction and use of the
     property by the LESSEE have been duly issued and have not been or can no
     longer be subject to recourse.

     The LESSEE shall intervene in the acquisition deed in order to certify that
     all clauses and terms of this deed correspond to those which the LESSEE
     itself had negotiated with the seller.

     If said acquisition deed is not signed this day at the same time as this
     contract (as specified in the Special Terms), it shall at all events be
     signed before the deadline stipulated in paragraph 101 of the Special
     Terms, in accordance with paragraph 600 "CONDITION PRECEDENT" below.

     The parties undertake to provide the notary in time with all necessary
     information and documents.

102  ERECTION OF CONSTRUCTIONS

102.1 The constructions to be erected are defined by the drawings and
     descriptive specifications established at the initiative of the LESSEE and
     approved by the LESSOR.

102.2 In accordance with the principles laid out in the PRELIMINARY DECLARATION
     above, the LESSEE alone shall be charged with construction of the
     constructed works, of which it shall deemed to be the builder and for which
     it alone shall have full responsibility.

     Accordingly, the LESSEE undertakes to assume any and all consequences
     vis-a-vis the LESSEE itself as well as vis-a-vis third parties and the
     government for all insurance losses to the property during construction,
     all bad workmanship or defects in the constructions, whether during or
     after construction, as well as all damage or harm to third parties due to
     the site and the constructed works, and to reimburse the LESSOR promptly
     all sums which the latter may have incurred in this respect.


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102.3 The LESSOR vests full powers in the LESSEE, which shall not be entitled to
     substitute a third party for the performance of this mandate, in order to
     accomplish all formalities and steps, sign all documents, agreements and
     contracts and do whatever else is necessary to build the constructed works
     to completion, from the building permit application (or, if already
     delivered, from application to transfer it to the LESSOR's name) until
     acceptance report and completion declaration, in order to obtain the
     certificate of conformity for the property as soon as possible.

102.3.1 Safety and health prevention and coordination

     The LESSEE shall comply with the special provisions applicable to building
     and civil engineering operations under Act No 93.1148 of 31 December 1993
     and decree no 94.1159 of 26 December 1994.

     Accordingly, if necessitated by the duration or volume of the works, the
     LESSEE shall notably file the prior declaration with the authorities in
     charge of job-related health and safety.

     At its own expense, the LESSEE shall also appoint a safety and health
     protection coordinator with the qualifications stipulated in the applicable
     regulations, which the LESSEE shall be able to prove.

     Moreover, if required because of the size of the works, the LESSEE shall
     see to the organization of a college of contractors before the start of the
     works and to compliance with disclosure obligations vis-a-vis this college.

     The LESSEE undertakes to reimburse the LESSOR all sums which the latter may
     have to pay if forced to substitute itself for the LESSEE because of the
     latter's non-performance, notably in order to comply with a request from
     the authorities.

     In the event that the LESSEE does not perform its commitments, this
     contract may be terminated in accordance with paragraph 209 below.


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102.4 Insurance - construction

102.4.1 In order to be able to cover the risk transfer referred to above, and to
     comply with the provisions of the law of 4 January 1978, the LESSEE shall
     take out the following before groundbreaking day, in its own name as well
     as on behalf of the LESSOR:

     -    a policy covering "Decennial owner and prime contractor's (constructed
          works damage) liability"

     designed to cover, apart from assignment of liability, payment of the works
     necessary to repair all damage, even resulting from soil deficiencies,
     which:

     *    jeopardizes the strength or solidity of the constructed works forming
          the construction operation;

     *    affects one or more integral parts of the said constructed works or
          one or more of their fixtures or facilities in such a way as to make
          them unfit for their design purpose;

     *    affect the strength or solidity of one of the fixtures or facilities
          which forms an integral part of the development, foundation,
          framework, roof or wall works in the meaning of Article 1792-2 of the
          Civil Code.

     as well as any necessary demolition, earth, removal or disassembly works.

     -    A policy covering "Decennial liability of the building owner"

     designed to cover the decennial liability of the LESSOR and the LESSEE as
     the LESSOR's agent against tangible damage to the building entailing the
     insured's liability, tangible damage entailing exercise of the cover for
     proper operation and intangible damage (excluding bodily injuries) suffered
     by the LESSOR, the LESSEE or any other occupant of the building, resulting
     from an insured tangible risk.

     -    A policy covering "All construction site risks"

     designed to cover tangible damage to the constructed works during
     construction, damage to existing property, any financial losses and various
     costs and fees, and to cover the property at new value, the fees of experts
     and the liability of the LESSOR or the LESSEE for risks linked to fire or
     explosions as well as CIVIL LIABILITY to cover claims which may be made by
     damaged third parties against the LESSOR and the LESSEE further to
     accidental damage caused by the building works,


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     the cover to be in an amount compatible with the nature of the executed
     works and at least for the term of the works.

102.4.2 Subscription

     The insurance policies listed in paragraph 102.4.1 shall be taken out by
     the LESSEE as part of the "group" insurance policies under the asset
     protection plan which the LESSOR, with the assistance of its insurance
     broker, has implemented. The purpose of this plan is to ensure that the
     LESSEE is covered by a policy which meets the exact requirements stipulated
     in paragraph 102.4.1 above.

     Should the LESSEE exceptionally, on its sole responsibility, decide not to
     subscribe to the LESSOR's "group" insurance contracts but to cover the
     risks which it is obliged to insure (as stipulated in paragraph 102.4.1) by
     means of "other insurance policies", it shall provide evidence of
     subscription of such "other policies" by supplying the LESSOR's insurance
     broker with copies thereof, failing which the LESSOR shall be entitled to
     cover the foregoing risks at the LESSEE's expense.

     The LESSEE shall also reply to every request for information or additional
     documents received from the LESSOR's insurance broker.

     Said "other policies" shall stipulate that the insurance company concerned
     may not suspend their covers for any reason, nor refuse to indemnify the
     LESSOR in case of loss on the ground that the LESSEE has not complied with
     the obligations of the insurance contract, without notifying the LESSOR at
     least one month in advance by registered letter, in which event the LESSOR,
     at its own discretion, shall be entitled to pay the premiums in the
     LESSEE's place.

     The "other policies" shall specify that all indemnities payable under the
     damage covers shall be paid directly to the LESSOR and shall necessarily
     provide for reciprocal waiver of recourse between the LESSOR and the
     LESSEE.

     Moreover, the LESSEE may or shall take out all complementary policies it
     considers useful or necessary.

     The LESSOR reserves the right to require subscription of all complementary
     policies which turn out to be necessary. Inspection or lack of inspection
     of said policies by the LESSOR or its insurance broker shall not entail any
     liability on its part for lack of insurance or inadequate insurance.


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102.4.3 Premiums:

     As part of the LESSOR's asset protection plan and in application of the
     preliminary declaration, the LESSEE shall be solely responsible for
     negotiating with the LESSOR's broker both the face amount to be insured and
     the premium rate of the subscribed insurance.

     The LESSOR's broker shall send the invoices for the premiums on the
     insurance taken out within the framework of this plan to the LESSEE for the
     latter's approval. The insurance premiums referred to in paragraph 102.4.1
     above shall be paid by the LESSOR on the terms and within the limits
     provided for in paragraph 103.2 and 103.4 of this contract.

102.4.4 Insurance broker

     The LESSOR has appointed the following insurance broker:

                                      SGAP
                 SOCIETE GENERALE D'ASSURANCES ET de PREVOYANCE
                         having its registered office at
                              50 rue de Chateaudun
                                   75009 PARIS

     The LESSOR expressly reserves the right to appoint any other insurance
     broker in place of the above broker, which the LESSEE herewith accepts.

102.4.5 Miscellaneous

     At its own expense, the LESSEE shall resort to the services of an
     officially approved technical inspection firm to carry out the assignments
     stipulated in title II of Act No 78-12 of 4 January 1978. Its services
     shall cover all construction lots.

     The LESSEE shall comply with its obligations in this respect and shall
     disclose the inspector's recommendations, comments and reservations
     simultaneously to the insurer and the contractor concerned and shall not
     prevent the insurers, at their own expense, from asking the technical
     inspector, in his official capacity, for any additional information they
     believe they may need to judge the insured risks.


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     The LESSEE shall also verify that the chosen contractors are adequately
     insured.

102.5 Acceptance of works

     The LESSEE shall notify the LESSOR at least fifteen days in advance, by
     registered letter with notice of receipt, of the date and time of the works
     acceptance procedure, which the LESSOR shall be entitled to attend at its
     own discretion.

*102.6 Works completion date

     The works shall be completed and accepted at the latest by the date
     stipulated in the Special Terms, failing which the LESSOR shall be entitled
     to apply the resolution condition stipulated in paragraph 105.1.a.

102.7 Documents and information to be disclosed by the LESSEE to the LESSOR

     -    Copy of the building permit application (and appended drawings) and
          the original of the acknowledgment of receipt issued by the
          authorities.

     -    Building permit and builder and user authorizations (if these
          government authorizations are necessary).

     -    Name and address of main contractor (architect or design firm).

     -    Detailed drawings and complete descriptive specifications of the
          contemplated constructions, including all works drawings.

     -    Contracts signed by the LESSEE and stamped by the main contractor.

     -    Works and payment schedules.

     -    Copy of insurance certificates, insurance policies and premium
          receipts from the insurance companies for the construction insurance
          policies.

     -    Name and address of officially approved technical inspector.

     -    Copy of declaration opening the construction site.

     -    Copy of construction site reports.


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     -    Contractors' payment requests bearing the LESSEE's "good for payment"
          and the main contractor's stamp.

     -    Copies of various documents delivered by the authorities, notably as
          regards safety and hygiene.

     -    Reports on any significant incident or suspension of works.

     -    Works acceptance reports and as applicable reservation withdrawal
          reports.

     -    Copy of works completion declaration.

     -    Original of certificate of conformity.

     -    Copy of prior declaration provided for by Article L.235-2 of the
          French Labor Code.

     -    Contract signed with the safety and health protection

     -    coordinator.

     -    Affidavit as to the coordinator's qualifications.

     -    Insurance certificate regarding the coordinator's decennial liability.

     -    General safety and health protection coordination plan.

     -    Rules of college of contractors.

     -    File on subsequent intervention on the constructed works, as delivered
          by the coordinator on acceptance of the works.

     These documents and information must be sent to the LESSOR as soon as they
     are established or are served on or known to the LESSEE.

     Within forty-five days from completion of the property, the LESSEE, after
     having duly performed its obligations, shall send the LESSOR, for the
     latter's signature, the new construction declaration designed for the
     Survey Department. In the event that the LESSEE fails to send this
     document, it shall bear all consequences thereof, especially any resulting
     loss of partial temporary exemption from land tax.

103  FINANCING OF WORKS

103.1 The LESSOR shall not be obliged to make payments to finance the
     constructions as long as:


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          1.   It has not been able to become, on the conditions provided for
               under paragraph 101 above and by authenticated deed, owner of the
               site or holder of a real property right to the said site.

          2.   The LESSEE has not provided it with evidence that the insurance
               policies stipulated under paragraph 102.4 have been implemented.

          3.   The LESSOR is not in possession of the contract or agreement
               corresponding to the expense.

*103.2 The LESSOR agrees to finance the investment (land and constructions
     provided for in the descriptive specifications) up to the ceiling specified
     in the Special Terms.

     The LESSEE undertakes to bear all additional costs. It is agreed that the
     fraction of the construction financed by it shall become the LESSOR's
     property by accretion, without indemnity, whether on early termination of
     the lease, irrespective of the reason, or at its normal expiration, if the
     LESSEE does not exercise the sales undertaking granted in its favor.

103.3 The LESSOR shall in no event be obliged to finance works not provided for
     in the descriptive specifications.

103.4 Requests for payment (invoices, accounts, bills for fees) established in
     the LESSOR's name shall bear the LESSEE's notice "good for payment" and the
     stamp of the architect or the design firm, in accordance with the
     directives given by the LESSOR.

     Payments shall be made cash by check, which shall be the sole payment
     method. The LESSOR shall have at least fifteen days from the date of
     receipt of such payment requests to make these payments.


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104. PRE-RENT

*104.1 Commitment fee

     The LESSEE shall pay a commitment fee whose calculation method and terms of
     payment are stipulated in the Special Terms.

*104.2 Interim interest

     During the period between the date on which this contract is signed and the
     effective date of the lease, the LESSEE shall pay the LESSOR quarterly
     interest, payable in arrears, prorated to the annual rate stipulated in the
     Special Terms, on all sums (including VAT) paid by the LESSOR in connection
     with the operation. It is herewith specified that sums paid in respect of
     VAT which can be recovered shall bear interest over a fixed period of four
     months.

104.3 After the effective date of the lease, the interest referred to in
     paragraph 104.2 shall continue to be collected on each amount paid in
     connection with VAT which can be recovered.

*104.4 Financial engineering costs

     The amount of these costs and their terms of payment are fixed in the
     Special Terms.

*104.5 Other fees and costs

     A management fee, whose amount shall be the same as that stipulated in
     paragraph 207.5 of the Special Terms, shall be collected together with each
     pre-rent.

     The other costs are specified and fixed in the Special Terms.

104.6 The pre-rent shall be subject to VAT; which shall be borne by the LESSEE,
     which shall further bear any tax added to or substituted for VAT.


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105. RESOLUTION DURING THE PERIOD PRIOR TO THE EFFECTIVE DATE OF THE LEASE

105.1 It is expressly agreed that:

     a.   In the event that, irrespective of the reason, whether technical,
          legal, administrative or other, even in case of force majeure not
          under the LESSOR's control, the constructions cannot be completed,
          delivered and put at the LESSEE's disposal by the date stipulated in
          paragraph 102.6 of the Special Terms;

     b.   Or failing payment, at its due date, of any sum owed by the LESSEE to
          the LESSOR under this contract, from the date on which it is signed
          until the effective date of the lease, or failing performance of one
          or more of the obligations incumbent on the LESSEE during this period;

     c.   In the event that the activity planned on the premises to be erected
          is jeopardized further to recourse by third parties against a
          government authorization, notably a prefectural authorization to
          establish classified facilities under the Act of 19 July 1976 or
          authorization from the District Commission for Commercial Facilities;

     This contract shall be automatically and fully terminated at the LESSOR's
     discretion, without legal formality, one month after the LESSEE is served a
     bailiff's writ containing the LESSOR's decision, or a summons to pay or
     perform containing the LESSOR's declaration that it intends to use the
     benefit of this clause has not been acted upon, notwithstanding payment or
     performance after expiration of this period of one month.

105.2 The LESSEE shall pay the LESSOR, within maximum one month from
     termination, by way of damages under the Articles 1152 and 1226 of the
     Civil Code, an indemnity equal to the amount of the financing ceiling
     stipulated in paragraph 103.2 plus VAT to be paid by the LESSOR to the
     Treasury, incremented by 20% over the total.

     Said termination indemnity shall be incremented by the applicable VAT.


                                      -22-

<PAGE>

105.3 However, the LESSEE shall be entitled, but only in the case provided for
     in paragraph 105.1.a and provided it has duly performed all its contractual
     obligations, to acquire the real rights held by the LESSOR to the site as
     well as the constructions, in consideration of a price equal to the total
     expenses incurred by the LESSOR at the day of the sale and all sums due on
     works, including indemnities if any due to participants in the
     construction, the whole being increased by 10%.

     In order to be admissible, the acquisition request must be sent by
     registered letter with notice of receipt accompanied by the price and the
     amount of costs within one month from the notice served in accordance with
     paragraph 105.1.

     Moreover, the sale shall be consummated on the terms and conditions laid
     out in the paragraphs 303.4 and 303.10 below.

105.4 If the notarized sales deed cannot be signed for failure to pay the price
     or for any other reason due to the LESSEE, within four months from the
     aforesaid notice, the resolution clause provided for above shall apply.

105.5 Pre-rent shall remain due until the termination date of the lease or until
     the notarized property sales deed is signed.


                                      -23-

<PAGE>

                          TITLE 2 OF THE GENERAL TERMS

200  LEASE

201  EFFECTIVE DATE - TERM

201.1 The lease shall take effect at the date on which construction is
     completed.

*201.2 From this date, the lease shall have the term stipulated in the Special
     Terms.

     In any event, as the constructions concerned are leased bare, the lease
     shall take effect in accordance with the foregoing, even if the LESSEE has
     not yet installed the facilities and equipment connected with its business.

201.3 The completion date shall become official by the signing of a works
     acceptance report, even if this document includes reservations.

201.4 The LESSEE undertakes not to demand any indemnity from the LESSOR in the
     event that completion of the constructions is overdue.

202  DEFECTS IN LEASED PROPERTY

202.1 The LESSEE, which has chosen the site, conceived the construction program
     and been mandated to have other parties carry out the works and to monitor
     progress, shall deal personally, without recourse against the LESSOR, with
     all urban development rules, formalities and government authorizations
     connected with the site and the constructions as well as their use and, as
     applicable, their opening to the public. The LESSEE releases the LESSOR
     from any obligation to provide a guarantee against visible or hidden
     defects, bad workmanship or faults, as well as easements of any and all
     kinds capable of affecting the leased property, even if such defects and
     faults emerge during the lease and even if they would prevent use of the
     property. The LESSEE notably undertakes not to demand any reduction in rent
     or any indemnity on this ground.


                                      -24-

<PAGE>

202.2 The LESSEE undertakes to inform the LESSOR of any bad workmanship, defects
     and faults affecting the constructions, within one month from their being
     noticed.

     The LESSOR herewith fully empowers the LESSEE to dispute the quality of the
     works vis-a-vis the architects, contractors and other parties having
     participated in the erection of the constructions.

     If such dispute cannot be settled amicably, the LESSOR shall be entitled to
     bring any necessary suit, provided recourse times have not lapsed.

     All cots, duties and fees generated by these actions shall be borne
     exclusively by the LESSEE.

203  ENJOYMENT AND PURPOSE OF PROPERTY

*203.1 The property shall be occupied exclusively for the purpose provided for
     in the Special Terms.

     The LESSEE represents that it takes sole responsibility for the declaration
     made under paragraph 203.1 of the Special Terms with respect to the use of
     the premises covered by this contract.

     It herewith undertakes to preserve this use for the entire term of the
     property lease or to use said premises only for a purpose compatible with
     the law on property leasing in force at the day of the change in purpose,
     subject to the LESSOR's prior written consent. The LESSEE expressly
     represents that it shall deal personally with all legal and fiscal
     consequences of a change in purpose of the premises.

     The LESSEE shall use the property in such a way as not to disturb the quiet
     or peaceful enjoyment by other occupants or neighbors of the property. It
     shall bear all consequences of actions brought by said occupants or
     neighbors in this respect.

     This lease does not offer any guarantee of exclusive occupancy or
     non-competition on the part of the LESSOR, which reserves the right to
     lease any and all premises other than those governed by this contract for
     the exercise of any and all similar or identical activities, regardless of
     the place where they are located.

203.2 The premises shall at all times be furnished with the equipment,
     furnishings and movables in sufficient quantity and of sufficient quality
     to cover payment of the rent and to ensure performance of all lease terms.


                                      -25-

<PAGE>

203.3 In accordance with the Preliminary Declaration, the LESSEE shall during
     the entire lease term hold full surveillance, management and inspection
     powers over the leased property.

     During the entire term of the lease, the LESSEE shall ensure compliance
     with the government regulations and safety rules applicable to the class of
     building concerned. It shall accomplish all formalities and bear all costs
     necessary to carry out its business and accordingly releases the LESSOR
     from any responsibility in this respect.

     The LESSEE undertakes to comply with the laws and regulations applicable to
     environmental protection. It releases the LESSOR from any responsibility in
     this respect, notably in the event that soil pollution is discovered. In
     this case, the LESSEE alone shall bear all study and analysis costs and all
     expenses necessary to comply with all demands from the authorities or third
     parties. The LESSOR shall as necessary be entitled to demand that the
     LESSEE order an expert analysis at the LESSEE's own expense.

     The LESSEE shall also bear the cost of all soil and subsoil removal and
     restoration works. Such works shall be carried out in accordance with the
     regulations applicable to the type of activity carried on and on the terms
     in paragraph 206.3 et seq.

     For the entire lease term, the LESSEE undertakes not to bring any recourse
     against the LESSOR for compliance with environmental regulations and to
     make sure that the LESSOR is not wanted in the event that this contract is
     transferred or terminated or that the property is subsequently sold.

203.4 The LESSEE also releases the LESSOR from any liability for disruption of
     enjoyment by third parties.


                                      -26-

<PAGE>

203.5 The LESSEE alone shall bear all consequences of bodily injuries or
     tangible damage caused to third parties by the site or the constructions or
     by the existence or use of the fixtures or installations (water, gas,
     electricity and heating installations, etc.; elevators and freight
     elevators, escalators, etc.) or by the LESSEE's employees as well as all
     consequences of recourse brought by social security against the LESSOR
     further to job-related accidents.

203.6 In the event that the property belongs to a co-ownership or a regulated
     zone, the LESSEE undertakes to comply with the provisions of the
     co-ownership regulations, the zone regulations, the specifications or the
     internal rules.

204. TRANSFER OF CONTRACT

     Transfer of the contract shall be subject to the LESSOR's prior written
     acceptance. In any event, transfer shall be authorized only if it complies
     with the following terms:

204.1 It shall be a total transfer; partial transfers of any kind shall be
     forbidden.

204.2 The LESSEE shall transfer to the transferee, in one and the same deed, the
     lease and the unilateral sales undertaking which, by express agreement
     between the parties and because of the very nature of the lease
     transactions, form an indivisible whole.

204.3 The transferee shall respect the exclusive purpose for the property
     referred to under paragraph 203.1 above.

     If the transferor operates a classified facility, said transferor shall
     file a declaration of change of operator or cessation of business prior to
     transfer. In the event that the transferor ceases business, it shall
     complete all soil and subsoil removal and restoration works and prove by
     means of an expert analysis conducted at its expense that no pollution or
     trace of substances capable of contaminating the site remains.

204.4. The LESSEE shall remain the joint guarantor of the transferee and
     subsequent transferees, without being able to oppose the benefit of
     discussion or division.


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<PAGE>

204.5 In case of court-ordered reorganization or liquidation, transfer of the
     contract by the trustee in bankruptcy or by the debtor, assisted by the
     trustee in bankruptcy, shall be subject to the terms and conditions
     stipulated in this Article. In this case, the transferor's joint guarantee
     shall be replaced by a joint guarantee from a bank.

204.6 Transfer shall take place by notarized deed, executed with the
     participation of the LESSOR's notary. The LESSOR shall be invited to
     intervene in this deed by registered letter with notice of receipt and
     shall receive a binding copy without cost for said LESSOR.

204.7 The foregoing stipulations (paragraph 204.1 to 204.6 above) shall apply to
     all transfer cases, regardless of their form, as well as to assignment of
     the lease right to any company of any form, whether such assignment is to a
     new company or to an already existing company.

205  SUBLET - PLEDGE OF BUSINESS

205.1 Sublet

205.1.1 The LESSEE shall be authorized to sublet the property to one or more
     users.

205.1.2 Any sublet contract shall contain the following stipulations:

     "The lessor, itself a lessee, has the enjoyment of the leased

     property by virtue of a lease contract expiring on ......... (to be filled
     out by the lessor, itself a lessee, in the sublet deed).

     The sublessee acknowledges that it has been informed that the rights it is
     granted herein are linked to the existence of the aforesaid lease and that
     the lease is not governed by the stipulations of the decree of 30 September
     1953 on commercial leases.


                                      -28-

<PAGE>

     Accordingly, this sublease shall automatically end on expiration of the
     aforesaid lease contract if the lessor, itself a lessee, has not requested
     consummation of the property sale, or before this date if the lease
     contract itself is terminated at an early date, irrespective of the reason.

     In such case, the sublessee shall immediately release the premises without
     being able to claim any right against the lease company which is the
     owner."

205.1.3 The parties expressly acknowledge that, in their common intention, the
     premises governed by the lease for an indivisible whole.

205.1.4 All layout or repair works further to sublets and connected with either
     the constructions or the soil or subsoil shall be borne exclusively by the
     LESSEE, as shall all indemnities which the sublessees may claim from the
     LESSOR for any reason whatsoever.

205.2 Pledge of business

     The LESSEE shall only be entitled to pledge the business carried on in the
     property covered by this contract after having informed the LESSOR by
     registered letter with notice of receipt and having received the latter's
     written permission.

     In the event that a pledge is granted in violation of this clause or in the
     event that a privilege is registered by a third party, as validated by
     final court order with the force of RES JUDICATA, the LESSOR shall be
     entitled to terminate the contract at its sole discretion and apply the
     provisions stipulated in paragraph 209 below.

206. WORKS

206.1 Repair and maintenance works

     The LESSEE shall not only be in charge of rental repairs and small
     maintenance works (Article 1720 paragraph 2 and Article 1754 paragraph 1 of
     the Civil Code) but shall also be responsible for major maintenance and
     repairs which become necessary during the contract, including the major
     repairs defined in Article 606 of the Civil Code, regardless of the origin
     of damage (construction defects or faults, wear, etc.).

     The LESSEE shall immediately destroy all rodents, insects and other
     parasites appearing on the leased property.


                                      -29-

<PAGE>

     The LESSEE shall promptly notify the insurers and the LESSOR of any damage,
     destruction or accident to or caused by the leased premises.

     On normal expiration of the contract, if the LESSEE has not requested the
     sale to be consummated, or in case of early termination, the LESSEE shall
     prove by means of an inventory, prepared at its expense and approved by the
     parties, that the premises are well maintained and in excellent repair in
     all respects. Failing this, it shall reimburse the LESSOR the cost of the
     necessary repair works.

206.2 Improvement or layout works

     At its own discretion but at its exclusive expense, the LESSEE shall be
     entitled to carry out such works.

     Works entailing demolitions or piercing of walls, beams, floors or roofs,
     or extension or elevation, or a change in indoor layout, shall require
     prior written permission from the LESSOR which, in case of authorization,
     shall be entitled to impose inspection by its architect, whose fees shall
     be borne by the LESSEE.

206.3 Works imposed by the regulations

     The LESSEE shall furthermore see personally to all works, irrespective of
     their cost, imposed by existing laws or regulations, or by order from the
     authorities, notably in order to obtain the health and safety certificate
     of conformity. The LESSEE shall not be entitled to claim the benefit of
     Article 1755 of the Civil Code in this respect.

     The LESSEE undertakes to comply with applicable laws and regulations on
     protection against risks connected with asbestos and releases the LESSOR
     from any liability in respect of these provisions.

     If the property covered by this lease is to be subjected to inspection,
     surveillance or works operations, the LESSEE shall deal personally with the
     performance of such obligations and alone shall bear the cost.

     The LESSEE undertakes to provide the LESSOR with evidence of the
     accomplishment of such operations on the conditions stipulated in Article
     711 of the Special Terms.

206.4 The LESSEE shall carry out all of the foregoing works on its sole
     responsibility and shall have no recourse against the LESSOR. It shall take
     out all necessary insurance policies, notably legally necessary policies or
     any policies which may be advisable and shall require contractors to take
     out adequate insurance for their risks.


                                      -30-

<PAGE>

206.5 In the event that the LESSEE fails to carry out the works provided for in
     paragraph 206.1 and 206.3, the LESSOR shall be entitled to substitute
     itself for the LESSEE, after a summons has not been acted upon within one
     month, and have such repairs or works carried out by a contractor of its
     choice. In the event, the LESSEE shall promptly reimburse the amount plus
     10% to the LESSOR as soon as it is requested to do so, and shall alone
     remain responsible for any consequences of failure to carry out the said
     works by the stipulated date.

206.6 The LESSEE shall not be entitled to demand any reduction of rent or
     termination of the contract, regardless of the scope or length of works,
     and whether such works are carried out by the LESSEE or by the LESSOR.

206.7 All real property added by the LESSEE shall be deemed to be the LESSEE's
     property during the entire term of the lease and shall automatically and
     without indemnity become the LESSOR's property by accretion on normal
     expiration of the contract if the LESSEE has not exercised the option, or
     on early termination of the contract, irrespective of the reason for such
     termination.

     The LESSEE shall not be entitled to remove or demolish them without the
     LESSOR's express consent. The LESSOR shall always be entitled to demand
     that the premises be restored in their original state at the LESSEE's cost
     and risk.

     In case of departure, the LESSEE shall leave all existing telephone lines
     at the LESSOR's disposal.

206.8 The LESSOR's representatives shall be authorized to enter the leased
     property freely, subject to advance notice for the LESSEE.

206.9 If the leased property is part of a co-ownership, the obligations
     incumbent on the LESSEE by virtue of the foregoing stipulations shall only
     concern works connected with the leased private elements.

     As regards works connected with the common elements, as approved and
     carried out by the co-ownership organization, the LESSEE shall reimburse
     the LESSOR its share of the expenses charged to the leased property, as
     part of the charges governed by paragraph 208 below.


                                      -31-

<PAGE>

207. RENT

     It is herewith specified that the word "rent" is used here for convenience
     but should be considered a financial fee which comprises the interest on
     and amortization of the capital invested by the LESSOR in the operation.

     The frequency and date of each rental payment are specified in paragraph
     207.5 below.

     The periodic rent shall be calculated and collected on the following
     conditions:

     The rent shall be equal to the addition of the following two elements:

     -    Rent on the share invested by SLIBAIL IMMOBILIER

     -    Rent on the share invested by NORBAIL IMMOBILIER

     RENT ON THE SHARE INVESTED BY SLIBAIL IMMOBILIER

207.1 AMOUNT OF PERIODIC BASIC NET RENT

207.1.1 At each rental term, the amount of the periodic basic net rent shall be
     equal to the addition of, first, an amount representing financial
     amortization, and, secondly, an amount representing interest.

*207.1.1.1 At each rental term of the periodic rent, the amount of financial
     amortization shall be determined by applying the percentages given in
     column 1 of the table in the Special Terms to the "total investment cost"
     defined in paragraph 207.1.2 below.

*207.1.1.2 At each rental term of the periodic rent, the amount of interest
     shall be calculated by applying, to the financial outstandings, according
     to the formula indicated below, the proportional annual rate T stipulated
     in the Special Terms. The financial outstandings themselves are determined
     at each rental term of the period rent by applying the percentages given in
     column 2 of the table in the Special Terms to the "total investment cost"
     defined in paragraph 207.1.2 below.


                                      -32-

<PAGE>

     The amount of interest, "i", included at each rental term in the amount of
     the periodic basic net rent shall therefore be determined according to the
     following formula:

                         NB
     in = PR x Pn x T x ---
                        360

     where:

     in   Amount of interest included in the periodic basic net rent at term n

     PR   the "total investment cost" defined in paragraph 207.1.2

     Pn   The percentage indicated in column 2 of the table in the Special Terms
          for term n

     T    The proportional annual rate stipulated in the Special Terms

     Nb   182.5 for a whole calendar period of six months and 91.25 for a whole
          calendar quarter

*207.1.2 "Total investment cost" is defined as the total sums, not including VAT
     which can be recovered, disbursed by the LESSOR, irrespective of the
     reason, in connection with this lease operation.

     If the "total investment cost" is not definitively known at the effective
     date of the lease, the rent shall provisionally be calculated on the basis
     of the sums disbursed by the LESSOR by this date.

     Disbursements, excluding recoverable VAT, made after the effective date of
     the lease shall generate complementary rent calculated by applying
     proportionally to the amount of such disbursements, excluding recoverable
     taxes, the annual rate used to calculate the due amount, prorated between
     the date of such disbursement and the date of their inclusion in the "total
     investment cost".


                                      -33-

<PAGE>

     Moreover, in order to respect the financial amortization pace provided for
     in the contract (without changing the percentages included in the columns 1
     and 2 of the table referred to in the paragraphs 207.1.1.1 and 207.1.1.2
     above), the complementary rent shall be incremented by the financial
     amortization which had to be applied to disbursements excluding recoverable
     taxes if they had to be made at the effective date of the lease.

     The foregoing disbursements excluding recoverable taxes shall be included
     in the "total investment cost". The non-indexed and indexed parts of the
     effective periodic rent excluding taxes defined in the paragraphs 207.2 and
     207.3 below shall be modified accordingly at the date on which these
     disbursements are factored in.

     After expiration of the second lease year, no more disbursements may be
     requested from the LESSOR, even if the financing ceiling stipulated in
     title 1 of these General Terms has not been reached at the time.


                                      -34-

<PAGE>

*207.2 INDEXATION OF PERIODIC BASIC NET RENT

     Said rent shall be indexed at each term, at the percentage stipulated in,
     the Special Terms, against the national construction cost index published
     by INSEE. The balance shall remain non-indexed during the entire term of
     the lease.

     In indexing the periodic basic net rent, the initial reference index shall
     be the index for the antepenultimate calendar quarter preceding the
     calendar quarter in progress at the effective date of the lease(1)

     The periodic rent shall automatically vary at each term in the same
     direction as the said index.

     The comparison index used to calculate each term of the periodic rent shall
     be the index for the antepenultimate calendar quarter preceding the quarter
     in which this term falls due.

     In the event that the INSEE index goes down, the periodic rent shall go
     down as well. However, given the financial nature of this lease contract,
     it is expressly agreed that the periodic rent, after impact of indexation,
     shall in no event be less than the periodic basic rent.

     If the national construction cost index issued by INSEE ceases to be
     published or if recourse to this index is forbidden by future regulations,
     it will be replaced, failing an official replacement index, by an
     equivalent index chosen by agreement or, failing this, by a single expert,
     appointed by agreement between the parties or by order of the Chief Judge
     of the District Court at the petition of the first party to act; the
     expert's costs and fees shall be borne exclusively by the LESSEE.

----------
(1)  Antepenultimate quarter: quarter prior to the before-last quarter. Example:
     if the lease took effect during the first quarter of year n, the reference
     will be the index for the second quarter of year n-1. If the lease took
     effect during the fourth quarter of year n, the reference index is the
     index of the first quarter of year n.


                                      -35-

<PAGE>

     Moreover, should all indexation be forbidden by future regulation, the
     parties shall meet in order to replace the indexation provided for in the
     lease with another formula which complies with the applicable regulations
     and is designed to maintain the financial equilibrium of the contract.

207.3 FORMULA FOR CALCULATING PERIODIC BASIC NET RENT

     The periodic basic net rent to be paid by the LESSEE shall be equal to the
     result of applying the indexation to the periodic basic net rent. This
     periodic basic net rent shall consist of a Non Indexed Part: PNI, and an
     Indexed Part: PI, calculated as follows:

     -    for the period between the effective date of the lease and the end of
          the calendar period (corresponding to the frequency of the rent
          specified in paragraph 207.5 below) then in progress, according to the
          following formula:

     PNI1 = L1 x (1 - H1)

                   IND1
     PI1 = L1 x HI ----
                   INDo

5    L'1 = PNI1 + PI1

     -    at subsequent terms according to the following formula:

                      Ln
     PNIn = PNIn-1 x ----
                     Ln-1

                        LN    INDn
     PIn = PIn-1 x LN x -- x ------
                        LN   INDn-1

     L'n = PNIn + PIn

     In the foregoing formulas:

     HI   Height, as a percent, of the periodic basic net rent subject to
          indexation, as defined in paragraph 207.2

     PNI1 Non Indexed Part of the first due periodic basic net rent


                                      -36-

<PAGE>

     PI1  Indexed Part of the first due periodic basic net rent

     PNIn Non Indexed Part of term n of the first periodic basic net rent

     PNIn-1 Non Indexed Part of term n-1 of the first periodic basic net rent

     Pin  Indexed Part of term n of the first periodic basic net rent

     PIn-1 Indexed Part of term n-1 of the first periodic basic net rent

     L1   Periodic basic net rent of the first term stipulated in paragraph
          207.1

     Ln   Periodic basic net rent of term n stipulated in paragraph 207.1

     Ln-1 Periodic basic net rent of term n-1 stipulated in paragraph 207.1

     INDn National construction cost index issued by INSEE applicable to term n
          as defined in paragraph 207.2

     INDn-1 National construction cost index issued by INSEE applicable to term
          n-1 as defined in paragraph 207.2

     IND1 National construction cost index issued by INSEE applicable, by way of
          comparison, to term 1 as defined in paragraph 207.2

     INDo National construction cost index issued by INSEE applicable, by way of
          initial reference, to term 1 as defined in paragraph 207.2

     L'1  Periodic basic net rent of the first term

     L'n  Periodic basic net rent of term n


                                      -37-

<PAGE>

     RENT ON THE SHARE INVESTED BY NORBAIL IMMOBILIER

     The second part of the rent, connected with the share of NORBAIL
     IMMOBILIER, is defined in the Special Terms.

207.4 VAT ON RENT

     Rent shall be subject to VAT (see 705 below). This tax shall be paid by the
     LESSEE, which shall also bear any tax added to or substituted for VAT.

*207.5 PAYMENT OF RENT

     The periodic basic net rent, incremented by due VAT, shall fall due and be
     payable at the dates and according to the calendar frequency stipulated in
     the Special Terms.

     A management fee, whose amount is fixed in the Special Terms, shall be
     payable together with each rental term.

     If the effective date stipulated in paragraph 201.1 of the General Terms
     becomes only officially known afterwards to the LESSOR, the LESSOR, because
     the time needed to prepare the invoice, shall be entitled to postpone the
     term for payment of the first effective periodic rent. In this case, the
     amount of the first term shall simply be incremented by the impact of such
     postponement at the pro-rated agreed interest rate.

207BIS TEMPORARY COMPLEMENTARY RENT

207bis 1 In the event that the investment is subject to VAT because of
     acquisition of the building, the seller's delivery of a VAT attestation or
     financing of works by the LESSOR, the LESSEE shall owe complementary rent
     calculated as follows.

*207bis 2 Each amount disbursed by the LESSOR for recoverable VAT shall be
     subject to interest calculated over a fixed period of four months in
     proportion to the annual rate specified in the Special Terms.

207bis 3 This complementary rent, incremented by due VAT, shall be payable in
     arrears at the end of each calendar period defined in paragraph 207.5 of
     the Special Terms and for the first time on expiration of the calendar
     period in progress at the effective date of the lease.


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<PAGE>

208  CHARGES

208.1 All charges connected with the property - services and supplies, insurance
     premiums, taxes and levies, even though normally incumbent on the owner
     (notably annual tax on office premises located in the Ile-de-France region,
     land tax and insurance premiums on the property) shall without exception be
     borne exclusively by the LESSEE, which undertakes to pay them or to
     reimburse them promptly to the LESSOR when requested to do so.

     As regards the annual tax on office premises located in the Ile-de-France
     region, created by Article 40 of the Supplementary Budget Act for 1989 (No
     89.936 of 29 December 1989), the LESSEE, after having duly performed its
     obligation, shall send the LESSOR, without prompting, by registered letter
     with notice of receipt, for the latter's signature, thirty days before the
     regulatory filing deadline, the applicable declaration, indicating the
     address of the Treasury accountant in the district of the taxable premises
     who is to receive it. Should the LESSEE fail to send this document or
     should the information on this declaration be inexact, said LESSEE shall
     bear all consequences.

208.2 Charges normally incumbent on the LESSOR but which, further to paragraph
     208.1 above, are incumbent on the LESSEE, being considered by the tax
     authorities as complementary rent subject to VAT like the basic rent, shall
     be billed additionally.

208.3 In the event that the premises belong to a co-ownership or a regulated
     zone, the related share of the common charges shall be borne entirely by
     the LESSEE.

208.4 The LESSEE shall see personally to all water, gas and electricity
     subscriptions, etc. whose cost it shall bear exclusively.

208.5 Suspension or breakdown of various supplies or services shall in no event
     justify a request for lower rent.

209. TERMINATION

209.1 It is expressly agreed that if the LESSEE fails to pay a single rental
     term at its due date, a fraction of such term or the corresponding VAT or
     fails to pay the charges referred to in paragraph 208 or fails to perform
     one or more of the other contractual stipulations (notably failure to
     deliver the certificate of conformity within two years from the effective
     date of the lease or refusal to deliver this document), this contract shall
     be automatically canceled, at the LESSOR's discretion, without need for


                                      -39-

<PAGE>

     court order, if the LESSEE fails to remedy such non-performance within one
     month from receipt of a summons served by bailiff's writ.

     If this contract provides for enrollment in group death and disability
     insurance contract UAP/CL No 2310, on the terms stipulated in Article 402
     below, application of the termination clause shall automatically entail
     cancellation of enrollment in this group death and disability insurance.

     If the property covered by this lease is designed for an activity to be
     carried on by classified facilities which require authorization, it is
     expressly agreed that this contract shall be terminated, at the LESSOR's
     discretion, without any legal formality, if, on expiration of the period of
     recourse available to third parties under Act No 76-663 of 19 July 1976,
     the operating authorization has not become final, either because of absence
     of recourse during the legal period or because a final court order further
     to recourse.

209.2 In accordance with the Articles 1152 and 1226 of the Civil Code, even in
     case of partial performance, the LESSEE shall owe the LESSOR, by way of
     damages, a termination indemnity equal to the sales price defined in
     paragraph 303.2 below, determined at the effective termination date,
     incremented by the amount of tax repayments in accordance with paragraph
     303.3, the whole increased by two years of rent, based on the latest
     effective periodic rent demanded from the LESSEE prior to termination. This
     indemnity shall be incremented with due VAT.

     The LESSEE formally recognizes the LESSOR's right to this indemnity, given
     the essentially financial aspect of this lease operation and the fact that
     the LESSOR enters into this operation at the LESSEE's express request and
     in consideration of the LESSEE's person and needs.

     Accordingly, it is expressly agreed that this penalty clause shall be a
     substantive and decisive condition without which the LESSOR would not have
     entered into a contract.

210  TERMINATION AT THE LESSEE'S REQUEST

210.1 The LESSEE shall be entitled to request termination of this contract from
     expiration of the --th year of lease, on the following terms and
     conditions.

210.2 Said termination shall be possible only each year at the anniversary of
     the effective date of the lease.

     The LESSEE shall notify the LESSOR at most twelve months and at least nine
     months in advance, by registered letter with notice of receipt, of its
     decision to use the termination option.


                                      -40-

<PAGE>

     Termination shall be by notarized deed, whose cost shall be borne
     exclusively by the LESSEE.

210.3 The LESSEE shall vacate the property at least ten days before the
     effective termination date.

210.4 An inventory drawn up at the LESSOR's initiative and at the LESSEE's cost
     shall show that the property is perfectly maintained and in perfect repair,
     in accordance with the stipulations in paragraph 206, and that it can be
     leased for its design purpose without cost for the LESSOR.

210.5 The LESSEE shall be up to date on all its contractual obligations, in such
     a way that the termination clause in paragraph 209 does no apply.

210.6 The certificate of conformity shall have been obtained.

210.7 The LESSEE shall have paid the LESSOR, by way of agreed lump-sum
     indemnity, a sum equal to the sales price defined in Article 303.2 below,
     determined at the effective termination date, plus the amount of tax
     repayments covered by paragraph 303.3.

210.8 If one or more of the above conditions is not met at least ten days before
     the effective termination date, the LESSOR shall be entitled, at its own
     discretion, to consider the termination request made by the LESSEE void,
     subject to notice served at least ten days before the scheduled termination
     date by registered letter with notice of receipt, specifying the
     condition(s) which has/have not been met.

210.9 However, the LESSEE shall be exonerated from the obligation to pay an
     indemnity if, before the date set for termination, it has ensured
     acquisition of the building by a third party on the following conditions:

210.9.1 The price shall be at least equal to the sales price defined in
     paragraph 302.2, as determined at the day of the notarized sales deed, plus
     tax (notably on capital gains) due on the sale as well as the amount of tax
     repayments referred to in paragraph 303.3.

     For collection of transfer duty, the market value of the property, if
     higher than the sales price, shall be covered by an estimate agreed between
     the parties in a declaration in the deed.

210.9.2 The sale shall furthermore be completed on the terms and conditions
     stipulated in the paragraphs 303.4 to 303.10 below.


                                      -41-

<PAGE>

210.9.3 The LESSEE shall inform the LESSOR, by registered letter with notice of
     receipt, of the name and address of the future buyer of the building and
     shall deal personally with all formalities to be accomplished by such buyer
     until completion of the sale. In this respect, the LESSOR does not intend
     to accept any liability vis-a-vis the LESSEE.

210.9.4 This contract shall end at the date on which the authentic sales deed is
     signed. The LESSEE shall intervene in this deed in order to terminate the
     contract and to accept personally vis-a-vis the buyer the undertaking to
     vacate the premises promptly.

210.10 Rent and charges shall be due until the termination date or until the
     notarized sales deed. Any excess payments shall be charged to sums owed by
     the LESSEE, if any, or shall be reimbursed.

210.11 The indemnity provided for in paragraph 210.7 shall also be due in the
     event that termination is due to the decision of the trustee appointed by
     judgment in bankruptcy or liquidation proceedings (Article 37 of Act No
     85.98 of 25 January 1985).

211  EXPROPRIATION

211.1 TOTAL EXPROPRIATION

     If the site and constructions are entirely expropriated, the lease shall
     automatically be terminated at the date of the order entailing transfer of
     ownership to the expropriating organization.

211.1.1 However, as enjoyment of the expropriated property can only revert to
     the expropriating organization after the LESSOR is paid the expropriation
     indemnity, the LESSEE shall owe the LESSOR, from the date of the aforesaid
     order and until actual payment of the expropriation indemnity, the date on
     which the premises shall be immediately vacated, an occupancy indemnity
     equal to the amount of rent due for this period, which indemnity shall be
     payable on the same conditions and at the same time as the rent. Moreover,
     the LESSEE shall continue to pay the amount of charges provided for in the
     terminated contract.


                                      -42-

<PAGE>

211.1.2 If the expropriation indemnity paid to the LESSOR is less than the sales
     price stipulated in paragraph 303.2, as determined at the day of payment of
     said indemnity, plus tax (notably on capital gains) due on the transfer of
     ownership, as well as the amount of tax repayments referred to in paragraph
     706, the LESSEE shall pay the LESSOR the difference plus due VAT by way of
     termination indemnity.

     In the opposite case, the difference plus due VAT shall be paid by the
     LESSOR to the LESSEE, also by way of termination indemnity.

211.2 PARTIAL EXPROPRIATION

     If the site and constructions are only partly expropriated, the lease shall
     remain in effect for the remainder.

211.2.1 In this case, this contract shall be covered by an amendment recording
     the change in surface area of the property and modifying the financial
     terms to factor in the amount of the expropriation indemnity received by
     the LESSOR less all costs and expenses incurred by the latter and all taxes
     owed by it, notably capital gains tax and tax repayments in connection with
     the expropriation, as stipulated under paragraph 706 below.

211.2.2 Free transfer to government authorities

     In the event that parts of the building (notably land parcels) have to
     transferred for free to a government authority, the financial terms of this
     lease (rent and sales undertaking) shall not be modified despite a change
     in surface area of the property.

211.3 REQUISITION

     In case of requisition or occupancy of all or part of the site and
     constructions, whether temporarily or for the entire lease term, by any
     administration authorized to do so, the lease shall remain fully in effect
     and the LESSEE shall owe the rent on normal terms.

     However, as soon as it has collected, the LESSOR shall pay the LESSEE the
     entire requisition or occupancy indemnity. It is herewith expressly
     stipulated that no offsetting shall be possible between the rent and the
     indemnity concerned.


                                      -43-

<PAGE>

212  INSURANCE

212.1 In order to cover its own risks and those transferred to it, the LESSEE
     shall, at its own expense and at the latest by the effective date of this
     lease, take out all insurance policies it deems necessary. However, it
     shall always take out the following policies:

212.1.1 A comprehensive tenant's risk policy (fire, explosions, related risks
     and civil liability of the tenant).

     Said policy shall cover the LESSEE's furnishings, machinery and goods
     against fire, explosions and water damage. Said policy shall also provide
     cover against recourse by third parties and neighbors, the cost of removing
     and putting back the insured property further to works after an insured
     loss, civil liability directly related to operating risks after delivery.
     Said policy shall expressly provide for waiver of recourse against the
     LESSOR.

212.1.2 A comprehensive building risk policy

     Said policy shall provide cover against fire, explosions and water damage
     for all constructions and all facilities, fixtures, fixed and mobile
     installations, whether outdoor or indoor, whether deemed fixtures by design
     or by use, without exception, at full reconstruction value, pegged to the
     construction price index established by Federation Nationale du Batiment et
     des Activites Annexes. The insured sum or cover shall include VAT if the
     LESSEE is not subject to VAT. Otherwise the insurance shall be taken out
     excluding VAT. If the LESSEE is only partly subject to VAT, the insured
     amount or cover shall provide for VAT in the adequate proportion.

     The policy shall further cover the following risks:

     Glass breakage, indirect losses up to 10% (ten percent), fees and urban
     development taxes which may be required in case of reconstruction, cost of
     earthworks, demolition, removal and transportation of destroyed parts, loss
     of rent up to two years of lease payments, deprivation of enjoyment,
     recourse of neighbors and third parties, electric damage, hurricanes,
     storms, falling aircraft, smoke and fumes, impact of vehicles, cost of
     searching for leaks, leaks in automatic fire extinguisher networks of the
     SPRINKLERS brand or similar, riots, acts of terrorism or sabotage, costs
     and fees of experts.


                                      -44-

<PAGE>

     The policy shall include a clause canceling the rule on proportional face
     amount.

212.1.3 Civil liability policy

     Said policy shall cover the civil liability of the LESSEE and the LESSOR in
     case of direct bodily injury, tangible or intangible damage caused to third
     parties by the property complex.

     This policy shall be taken out before the property is acquired by the
     LESSOR.

212.2 Enrollment:

     The LESSEE shall take out the insurance policies listed in the paragraphs
     212.1.2 and 212.1.3 as part of the "Group" insurance policies connected
     with the asset protection plan implemented by the LESSOR with the
     assistance of its insurance broker. The purpose of this plan is to provide
     the LESSEE with cover meeting the exact requirements stipulated in the
     paragraphs 212.1.2 and 212.1.3.

     Should the LESSEE exceptionally, on its sole responsibility, decide not to
     subscribe to the LESSOR's "group" insurance contracts but to cover the
     risks which it is obliged to insure (as stipulated in the paragraphs
     212.1.2 and 212.1.3) by means of "other insurance policies", it shall
     provide evidence of subscription of such "other policies" by supplying the
     LESSOR's insurance broker with copies thereof, failing which the LESSOR
     shall be entitled to cover the foregoing risks at the LESSEE's expense.

     Said "other policies" shall stipulate that the insurance company concerned
     may not suspend their covers for any reason, nor refuse to indemnify the
     LESSOR in case of loss on the ground that the LESSEE has not complied with
     the obligations of the insurance contract, without notifying the LESSOR at
     least one month in advance by registered letter, in which event the LESSOR,
     at its own discretion, shall be entitled to pay the premiums in the
     LESSEE's place.

     The "other policies" shall specify that all indemnities payable under the
     damage covers shall be paid directly to the LESSOR and shall necessarily
     provide for reciprocal waiver of recourse between the LESSOR and the
     LESSEE.

     Moreover, the LESSEE may or shall take out all complementary policies it
     considers useful or necessary.

     The LESSOR reserves the right to require subscription of all complementary
     policies which turn out to be necessary. Inspection or lack of inspection
     of said policies by the LESSOR or its insurance broker


                                      -45-

<PAGE>

     shall not entail any liability on its part for lack of insurance or
     inadequate insurance.

212.3 Premiums:

     As part of the LESSOR's asset protection plan and in application of the
     preliminary declaration, the LESSEE shall be solely responsible for
     negotiating with the LESSOR's broker both the face amount to be insured and
     the premium rate of the subscribed insurance.

     Given that the insurance premiums payable by the LESSEE under Article 212.1
     above to cover the risks for which the owner is liable are considered by
     the tax authorities as complementary rent subject to VAT like the basic
     rent, they shall be billed additionally and paid in accordance with
     paragraph 208.2 above.

     As regards insurance taken out within the framework of the LESSOR's asset
     protection plan, the LESSEE shall be sent a complementary rental term by
     the LESSOR's insurance broker, mandated to this end by the LESSOR, which
     broker shall directly collect its premiums. The complementary rent shall
     correspond to the amount of the due annual premium plus the applicable VAT.

     If the LESSEE is not enrolled in the LESSOR's asset protection plan,
     premium receipts sent to the LESSOR as proof of payment shall be prepared
     in such as way as to distinguish between premiums covering the owner's
     risks and premiums covering the LESSEE's risks.

     In the event that the property is part of a co-ownership, the LESSEE shall,
     in the light of the policies taken out by the LESSOR or the property
     manager, subscribe, in the name and on behalf of the LESSOR, all
     supplemental policies necessary to cover the risks referred to in paragraph
     212.1 entirely, notably those connected with the works carried out by the
     LESSOR as well as the LESSEE itself. Failing this, the LESSOR shall be
     entitled to take out insurance for the above risks at the LESSEE's cost.

     The premiums on the policies taken out by the LESSOR or the co-ownership
     shall be included in the charges incumbent on the LESSEE under the
     paragraphs 208.1 and 208.3.

212.4 Insurance broker

     The LESSOR has appointed the following insurance broker:

                                      SGAP
                 SOCIETE GENERALE D'ASSURANCES ET de PREVOYANCE


                                      -46-

<PAGE>

                         having its registered office at
                              50 rue de Chateaudun
                                   75009 PARIS

     The LESSOR expressly reserves the right to appoint any other insurance
     broker in place of the above broker, which the LESSEE herewith accepts.

213. LOSSES

213.1 The LESSEE shall inform the insurer or the LESSOR's broker if it has
     enrolled in the LESSOR's asset protection plan, in the name and on behalf
     of the LESSOR, and in the form and by the deadline stipulated in the
     insurance policy, of any loss to the leased property, regardless of its
     extent, even if no visible damage results. The same day, the LESSEE shall
     send the LESSOR, by registered letter, a duly certified copy of its
     declaration.

     The LESSEE shall further make all other declarations and accomplish all
     advisable or necessary formalities vis-a-vis all competent authorities or
     government services, file all complaints and, in general, carry out all
     formalities on behalf of the LESSOR made necessary by the circumstances.

213.2 In case of a loss, even due to an act of God or force majeure, which has
     caused total or partial destruction of the premises, this contract, by
     express derogation from the stipulations in the Articles 1184, 1722 and
     1741 of the Civil Code, and all other similar legal provisions, shall not
     be automatically terminated. The LESSEE shall continue to owe the entire
     rent and charges on the agreed terms, regardless of the period for which
     enjoyment is suspended.

213.3 After having obtained the necessary administrative authorizations, the
     LESSEE shall, as applicable and at its own expense, either repair the
     damage to the leased premises or reconstruct the premises identically or,
     subject to the LESSOR's written permission, in equivalent form but in an
     amount which shall be at least equal to the cost of reconstructing the
     premises identically including all taxes.

     Repair or reconstruction works shall be carried out on the LESSEE's sole
     responsibility within the framework of the mandate granted to said LESSEE
     by the LESSOR after the LESSOR has approved all drawings, quotations and
     contracts.

213.4 In accordance with the clauses in the policy, the insurance indemnities
     shall be paid to the LESSOR, which shall pay for the repair or
     reconstruction works conducted by the LESSEE. It is agreed that the LESSEE
     alone shall be all excess costs, including VAT, generated by repair or
     reconstruction as compared with the amount of the said indemnities.


                                      -47-

<PAGE>

     Before commencing such works, the LESSEE shall provide the LESSOR with a
     joint guarantee from a bank for payment of such excess.

213.5 However, in case of total destruction of the constructions or partial
     destruction considered total destruction, the LESSEE, provided the
     conditions in paragraph 301.3 have been met, shall be entitled to demand,
     by virtue of the sales undertaking granted to it under paragraph 301.2,
     that the sale be consummated, provided it bear the fiscal consequences, if
     any, if the tax authorities disqualify the contract because of its short
     duration.

     The price shall be equal to the sales price stipulated in paragraph 303.2
     below, determined at the date of the notarized sales deed, increased with
     the amount of tax repayments stipulated in paragraph 706.

     By virtue of the sale, the LESSEE shall be subrogated in all of the
     LESSOR's rights in respect of the insurance indemnity.

     Accordingly, the price shall be payable less any sums received in this
     respect by the LESSOR prior to execution of the sales deed.

     The sale shall take place on the terms and conditions stipulated in
     Paragraph 303.4 to 303.10.

213.6 If the LESSEE, at the date on which notice is served of the decision taken
     by the authorities concerned in respect of the building permit, has not
     used its option under paragraph 213.5 above, it shall be entitled to:

     -    if the building permit is delivered without restriction or
          reservation:

     -    opt for reconstruction of the buildings on the conditions stipulated
          in paragraph 213.3 and, accordingly, continue the contract. However,
          if the LESSEE does not offer the guarantee provided for excess
          reconstruction costs compared with the amount of insurance indemnities
          (see paragraph 213.4), the LESSOR shall be entitled to terminate the
          contract and to apply the provisions in the paragraphs 213.8, 213.9
          and 213.10 below;

     -    or demand consummation of the sale on the terms and conditions
          stipulated in paragraph 213.5.


                                      -48-

<PAGE>

     -    if the building permit is refused or delivered precariously or with
          reservation, request consummation of the aforesaid sale or termination
          of the contract.

     The LESSEE shall have one month from receipt of notice of the decision of
     the authorities concerned, given by registered letter with notice of
     receipt, to inform the LESSOR of its option.

213.7 Failure to reply by the stipulated deadline shall be considered:

     -    if the building permit has been delivered, as tacit agreement to
          continue the contract;

     -    if the building permit has been refused, as tacit agreement to
          terminate the contract.

213.8 In case of termination request or tacit agreement to termination,
     termination shall take effect at the day on which the termination indemnity
     provided for below is paid.

213.9 If the sales price stipulated in paragraph 303.2, as determined at the
     termination date, plus taxes and other costs owed by the LESSOR in
     connection with such termination or collection of the insurance indemnity,
     as well as the amount of the tax repayments referred to in paragraph 706,
     exceeds the amount of the insurance indemnity, the LESSEE shall pay the
     LESSOR the difference plus due VAT by way of termination indemnity.

     In the opposite case, the LESSOR shall pay the LESSEE the differences, plus
     due VAT, by way of termination indemnity.

213.10 Rent and charges shall be due until the date on which the notarized sales
     deed is signed or until the termination effective.

     Any excess payment shall be charged to sums owed by the LESSEE, if any, or
     be reimbursed.


                                      -49-

<PAGE>

                           TITLE 3 OF THE GENERAL TERMS

300  UNILATERAL UNDERTAKING TO SELL THE LEASED PROPERTY

301  PURPOSE

301.1 By virtue of the undertaking granted to it, the LESSEE shall be entitled
     to request consummation of the sale of the property at the end of the tenth
     year and each of the ensuing years of the lease until expiration of the
     contract.

301.2 The LESSEE shall also be entitled to request consummation of the sale in
     case of total loss or a similar event (see paragraphs 213.5 and 213.6).

301.3 The LESSEE shall only be entitled to request consummation of the sale if
     it has duly performed its obligations under the contract.

301.4 Termination of the lease, irrespective of the reason, shall void this
     sales undertaking.

302  REQUEST TO CONSUMMATE SALE

302.1 The LESSEE shall only be entitled to request consummation of the sale by
     registered letter with notice of receipt.

     In the cases provided for in paragraph 301.1, the registered letter shall
     be sent to the LESSOR at most twelve months and at least nine months before
     the end of the lease year.

     For the case provided for in paragraph 301.2, the maximum deadline at the
     LESSEE's disposal to request consummation of the sale is stipulated in
     paragraph 213.6.

302.2 If the LESSEE has not requested consummation of the sale at least nine
     months before the end of the last year of the lease, the sales undertaking
     shall become void, unless the LESSOR agrees to extend the term.


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<PAGE>

302.3 The request for consummation shall not entail transfer of ownership, which
     shall be by notarized sales deed.

     However, in case of sale on termination of the contract, transfer of
     ownership shall be deferred until expiration of the lease if the notarized
     deed is signed before this date.

303  TERMS AND CONDITIONS OF SALE

303.1 The sale shall be consummated by notarized deed.

303.2 At the end of a given lease year, the sales price shall be equal to the
     indexed residual financial value of the "total investment cost".

*303.2.1 The residual financial value before indexation of the "total investment
     cost" shall be obtained by applying to the "total investment cost" as
     defined in paragraph 207.1.2 the percentages fixed in the Special Terms,
     the result being increased with any sums still to be disbursed by the
     LESSOR in connection with this lease operation.

303.2.2 The resulting residual financial value shall be pegged, in the same
     percentage as used for indexation of the periodic basic net rent stipulated
     in paragraph 207.2 of the Special Terms, to the national construction cost
     index issued by INSEE.

     The basic reference index shall be the index for the antepenultimate
     calendar quarter preceding the calendar quarter in progress when the lease
     takes effect, the comparison index being the index for the antepenultimate
     calendar quarter preceding the quarter in which the sales deed is signed.

     In the event that this index is not known at this date, the comparison
     index shall provisionally be the latest published index, in which case
     readjustment shall occur within eight days following publication of the
     aforesaid chosen comparison index.


                                      -51-

<PAGE>

     However, it is expressly agreed that the sales price resulting from such
     revision shall in no event be less than the non indexed residual financial
     value determined in accordance with paragraph 303.2.1.

     In the event that the INSEE index ceases to be published or recourse to
     this index or to any indexation is forbidden, the parties shall apply the
     provisions applicable in the same situation to the effective periodic rent.

303.2.3 Given the essentially financial nature of the LESSOR's intervention in
     this lease operation, as explained in the PRELIMINARY DECLARATION, it is
     expressly agreed between the parties, as a substantive condition of this
     contract, without which it would not have been entered into, that, if, for
     any reason connected with a fact under the LESSEE's control or connected
     with applicable laws or regulations, the periodic net rent effectively paid
     by the LESSEE is higher or lower than the periodic effective net rent
     defined in paragraph 207.3, the amount of such increase or reduction, shall
     respectively be reduced from or added to the amount of the sales price
     stipulated in paragraph 303.2.

     Accordingly, in case of reduction of the agreed periodic effective net
     rent, the sales price shall be increased by adding the following elements:

     -    amount of difference between the total periodic effective net rent
          stipulated contractually and the effective rent actually received by
          the LESSOR;

     -    amount of interest calculated proportionally at the base rate of
          CREDIT LYONNAIS plus three points, pro-rated in time over the
          difference resulting from the foregoing paragraph.

     In case of a rental increase imposed by the applicable laws or regulations,
     the sales price shall be reduced by the above elements.

303.3 The resulting sales price shall be increased with the amount of tax
     repayments stipulated in paragraph 706 below.

303.4 The sales price shall be paid cash at the day on which the sales deed is
     signed. However, the additional price if any resulting from index
     adjustment shall be paid within eight days from the date on which the
     accounts are drawn up and the invoice is issued. In this respect, the
     LESSOR expressly reserves the right to exercise the seller's privilege as
     well as the termination action.


                                      -52-

<PAGE>

303.5 All costs, duties, emoluments, taxes and levies connected with the sale
     shall be borne exclusively by the LESSEE.

303.6 The sale shall take place at the LESSEE's exclusive risk, without
     guarantee on the LESSOR's part, neither as regards eviction nor for faults
     or hidden defects in the sold property.

     Consequently, the LESSEE:

     -    shall take the property as-is at the date on which ownership is
          transferred, without being entitled to bring any recourse against the
          LESSOR for bad condition of the soil, the subsoil or the buildings,
          construction defects, even if hidden, an error in description or
          surface area, any difference, up or down, even if such difference
          should exceed one-twentieth, to be the LESSEE's loss or gain;

     -    shall bear all negative easements and profit from all positive
          easements, at its own risk, and shall see personally to all
          administrative easements.

303.7 The LESSEE shall see personally to the continuation or termination of all
     insurance policies and all subscriptions, in such a way that no recourse
     can be brought against the LESSOR.

303.8 The sales deed shall be signed with the participation of the LESSOR's
     notary.

303.9 In the cases provided for in paragraph 301.1, the sales deed shall be
     signed at the latest at the expiration date of the lease year during which
     the LESSEE validly requests consummation of the sale. In the cases provided
     for in paragraph 301.2, it shall be signed within three months from the
     sales consummation request.

     If it was impossible to execute the notarized deed by these deadlines due
     to an event ascribable to the LESSEE, the sales consummation request shall
     be deemed null and void, unless the LESSOR agrees to extend the term.

303.10 After acquisition of the property, the LESSEE shall comply with the
     provisions in Article 239 SEXTIES et seq. of the General Tax Code, whose
     text is contained in the appendix hereto titled "Regulatory texts".


                                      -53-

<PAGE>

                           TITLE 4 OF THE GENERAL TERMS

400  GUARANTEES OFFERED BY THE LESSEE

401  PERSONAL GUARANTEE

     Not applicable.

402  DEATH AND DISABILITY INSURANCE

     Not applicable.

*403 OTHER GUARANTEES

     As applicable specified in the Special Terms.


                                      -54-

<PAGE>

                          TITLE 5 OF THE GENERAL TERMS

     Not applicable.


                                      -55-

<PAGE>

                          TITLE 6 OF THE GENERAL TERMS

600  CONDITION PRECEDENT

     As the LESSOR has received this day, by notarized deed, the rights referred
     to under paragraph 101 of the General Terms, this contract is not subject
     to any condition precedent.


                                      -56-

<PAGE>

                          TITLE 7 OF THE GENERAL TERMS

700  MISCELLANEOUS PROVISIONS AND REPRESENTATIONS

*701 TERMS OF PAYMENT GOVERNING SUMS OWED BY THE LESSEE

     All sums owed by the LESSEE to the LESSOR, regardless which, shall be
     debited by the LESSOR by debit advice from the LESSEE's bank account
     specified in the Special Terms.

     To this end, the LESSEE irrevocably undertakes to sign a "debit request"
     for the LESSOR and a "debit authorization" for its bank.

     Before each due date, the LESSOR shall inform the LESSEE of the amount of
     due sums. Should the LESSOR for one or more terms forego issuing a debit
     advice and instead request the LESSEE to make payment by transfer, said
     LESSEE shall make such transfer to the LESSOR's bank account specified in
     the Special Terms, at the value date stipulated in the term advice, in
     order to comply with the financial nature of the contract.

702  LATE-PAYMENT INTEREST

     In case of late payment of any sum due under this contract, the LESSEE
     shall owe the LESSOR, for every past-due month, a net indemnity calculated
     over the due amount and billed monthly in arrears at the base rate of
     CREDIT LYONNAIS in force at the first day of the period covered by the
     invoice for late-payment interest, plus six points. Said rate shall in no
     event be less than the annual proportional rate applied to the last
     periodic effective net rent prior to the late payment. Any month which has
     begun shall be counted as a full month.

     This indemnity shall be automatically due without prior summons and its
     payment shall in no event be construed as approval of additional time for
     payment for the LESSEE.


                                      -57-

<PAGE>

703  VACATION OF PREMISES

703.1 In the event that no sales consummation request is made and no new lease
     is signed between the parties and in the event of early termination, the
     LESSEE and any occupant for whom it is answerable shall vacate the premises
     at the latest by the expiration or termination date of this contract.

     In case of late departure from the premises, the LESSEE shall pay the
     LESSOR an occupancy indemnity equal to three times the rent of the last
     lease term, including VAT, calculated pro-rata temporis month by month.
     Each month which has begun shall be due. This indemnity shall be
     independent from the termination indemnity provided for in the paragraphs
     209.2 and 210.7.

     The LESSEE may further be constrained to leave the premises at once by
     order in summary proceedings finding in favor of termination of the
     contract and ordering the LESSEE's expulsion.

703.2 If the LESSEE carries on a business entailing pollution risks, notably of
     the subsoil, it shall, if no sales consummation request is made and in case
     of early termination, carry out the necessary soil and subsoil removal and
     restoration works and provide evidence of an expert analysis, conducted at
     its own expense, showing that no pollution remains, nor any trace of
     substances capable of contaminating the site.

     If a classified facility, the LESSEE shall also produce the receipt for its
     declaration that it has ceased business.

704  LESSOR'S PRIVILEGE

     It is expressly stipulated that the LESSOR's privilege shall guarantee not
     only payment of the rent and charges but also all complementary rent, all
     occupancy indemnities and all termination indemnities provided for in the
     contract.

705  VAT OPTION

     At the LESSEE's request, the LESSOR declares that it opts for value-added
     tax on the income of this lease.


                                      -58-

<PAGE>

706  REPAYMENT OF VAT TO THE TREASURY BY WAY OF REGULARIZATION

706.1 In the event that, by virtue of applicable tax laws and regulations,
     notably Article 210, Appendix II, of the General Tax Code, the LESSOR has
     to repay VAT on the investment to the Treasury, the amount of such
     repayments shall be borne by the LESSEE or the buyer of the property on the
     following conditions.

706.2 If repayment is further to the sale of the property by virtue of any of
     the clauses of the contract, whether to the LESSEE or to a third party, the
     sales price, as defined in paragraph 303.2, shall be incremented by the
     amount of VAT repayments, in accordance with paragraph 303.3.

     In consideration of this price increase, the LESSOR, in its capacity as
     seller, shall supply the buyer with an the affidavit provided for in
     paragraph IV of the before-mentioned Article 210, which shall enable the
     buyer to deduct the amount of VAT mentioned therein within the limits of
     its own rights.

     If repayment is further to total expropriation, it shall be taken into
     account in calculating the lease termination indemnity incumbent on the
     LESSOR or the LESSEE, as applicable.

706.3 In all other cases of VAT repayment by the LESSOR, the LESSEE shall pay
     the LESSOR complementary net rent equal to the amount of the repayment,
     incremented by the corresponding VAT.


                                      -59-

<PAGE>

*707 LAND REGISTRATION

     This deed shall be registered at the competent mortgage registry at the
     LESSEE's cost.

     For collection of the land registration tax and the emoluments of the
     mortgage registrar, the parties shall value the cumulative rent for all
     years of the lease, the sale price to the LESSEE on expiration of the lease
     and the amounts of charges stipulated in the Special Terms.

     In their common interest, the parties empower the persons designated in the
     Special Terms, with the power to act separately, to draw up and sign all
     complementary deeds or amendments to this contract necessary to accomplish
     the land registration formalities.

708  GENERAL MEETINGS OF CO-OWNERS ASSOCIATION

     The LESSOR mandates the LESSEE to represent it at the General Meetings of
     the Co-Owners Association, if there is one, and on its behalf to take part
     in all deliberations and votes at such General Meetings.

     The LESSEE shall send the LESSOR within fifteen days a report on such
     General Meetings.


                                      -60-

<PAGE>

709  MISCELLANEOUS COSTS

     All costs, duties and emoluments connected with this contract, the deed
     recording performance of the condition precedent if there is one, the
     binding copy to be delivered to the LESSOR and all future costs, duties and
     emoluments connected with this, shall be borne exclusively by the LESSEE,
     which so accepts.

*710 MANAGEMENT POWERS (IF THE LESSOR IS AN UNDIVIDED ENTITY)

     As applicable specified in the Special Terms.

*711 OTHER PROVISIONS

     As applicable specified in the Special Terms.

712  LESSEE'S WARRANTIES AND REPRESENTATIONS

     The LESSEE warrants and represents that it is a company governed by French
     law.

     The LESSEE warrants and represents that it is not subject to any request
     for nullity or dissolution.

     The LESSEE warrants and represents that it has no objection to the LESSOR's
     mentioning in its corporate documents the location of the lease property
     and the name of the LESSEE's business as well as the amount of the
     investment, as determined in this contract.

713  ELECTION OF DOMICILE - JURISDICTION

     For the purpose of this contract and any deeds and documents further
     hereto, the parties elect domicile at the respective registered offices of
     the companies represented by them.

     Moreover, it is agreed that all disputes connected with this lease contract
     and the unilateral sales undertaking contained herein shall be the
     exclusive jurisdiction of the courts of PARIS.


                                      -61-

<PAGE>

                                    PART TWO
                                  SPECIAL TERMS

     This second part only refers to those General Terms which are complemented
     or modified in application of this contract.

                          TITLE 1 OF THE SPECIAL TERMS

100  AGREEMENT REGARDING THE PERIOD PRIOR TO THE EFFECTIVE DATE OF THE LEASE

101  PURCHASE OF SITE

     The notarized deed of the LESSOR's acquisition of the rights referred to in
     paragraph 101 of the General Terms is signed this day in the presence of
     Maitre Francis BERGERAULT, the aforesaid notary.

     An authentic copy of this deed shall be published at the competent mortgage
     registry.

102  ERECTION OF CONSTRUCTIONS

102.6 Works completion deadline: 31 March 1998

103  FINANCING OF WORKS

103.2 The LESSOR agrees to finance the investment up to the following ceiling:

<TABLE>
<S>                                      <C>   <C>          <C>
     - acquisition of site               FRF    5,000,000   ex-VAT
     - provision for acquisition costs   FRF       75,000
     - construction                      FRF   25,925,000   ex-VAT
                                         ---   ----------
                                         FRF   31,000,000
</TABLE>

     (THIRTY-ONE MILLION FRANCS)

     To this ceiling shall be added the corresponding VAT.

     The investment shall be financed as follows:

<TABLE>
<S>                                      <C>   <C>
     - Financing by SLIBAIL IMMOBILIER   FRF   15,500,000
     - Financing by NORBAIL IMMOBILIER   FRF   15,500,000
                                         ---   ----------
                                         FRF   31,000,000
</TABLE>

     It is herewith specified that the LESSEE, in accordance with paragraph 403
     of the Special Terms, in order to guarantee the financings provided by
     SLIBAIL IMMOBILIER and NORBAIL IMMOBILIER, the LESSEE shall pay an advance
     of FRF 8,000,000, including FRF 4,000,000 onto the account of SLIBAIL
     IMMOBILIER and FRF 4,000,000 onto the account of NORBAIL IMMOBILIER.


                                      -62-

<PAGE>

104  PRERENT

104.1 Commitment fee

     Calculation basis: financing ceiling excluding recoverable VAT as defined
     above in the chapter "Works Financing".

     Annual rate: 0.25% (zero unit and twenty-five centimes per cent).

     Terms of payment:

     Quarterly in advance on 1 January, 1 April, 1 July and 1 October of each
     year, from 30 November 1996 until the end of the calendar quarter during
     which the lease takes effect and, for the first time, at the day on which
     this contract is signed, for the period running until the end of the
     current calendar quarter.

104.2 Interim interest

     Annual rate for calculating interest according to the terms specified in
     the General Terms:

     Average monthly money market rate paid on the interbank market, established
     by Association Francaise des Banques and officially published by Societe
     des Bourses Francaises for the month preceding the month of the term, plus
     1.00 point.

104.4 Financial engineering costs

     FRF 50,000 paid when this contract is signed and divided as follows:

<TABLE>
<S>                          <C>   <C>
     - SLIBAIL IMMOBILIER:   FRF   40,000
     - NORBAIL IMMOBILIER:   FRF   10,000
</TABLE>

104.5 Other costs

     Not applicable.


                                      -63-

<PAGE>

                          TITLE 2 OF THE SPECIAL TERMS

200  LEASE

201  EFFECTIVE DATE - TERM

201.2 From its effective date, the lease shall have a term of 12 whole and
     consecutive years.

203  ENJOYMENT AND PURPOSE OF PREMISES

203.1 The premises shall be occupied exclusively for industrial use.

207  RENT

     On the terms stipulated in paragraph 207.5 of the Special Terms, the
     periodic basic net rent shall fall due and be payable in advance, each
     calendar quarter.

207.1 Amount of periodic basic net rent

     1)   SHARE OF SLIBAIL IMMOBILIER

          207.1.1.1 and 207.1.1.2

          By exception to the General Terms, given that the LESSEE must pay
          SLIBAIL IMMOBILIER on the effective date of the lease an initial
          advance of FRF 4,000,000, as specified in Article 403 of the Special
          Terms, the rent shall consist of two elements:

          1)   FIRST ELEMENT

               This first element shall be calculated by applying the
               percentages stipulated below, in accordance with paragraph 207.1
               of the General Terms, to the "net total investment cost", as
               defined in paragraph 207.1.2 of the General Terms, less the
               amount of the initial advance paid by the LESSEE.

               The first element shall be calculated in accordance with the
               terms laid out in the General Terms in application of the table
               below.


                                      -64-

<PAGE>

          2)   SECOND ELEMENT

               This element, which shall consist only of amortization of the
               principal, shall be calculated by applying the same percentages
               as used for the first element to the amount of the initial
               advance paid by the LESSEE, assuming that the lease takes effect
               on the first day of a calendar period.

               The net amount, ex-VAT, of this second element shall be paid by
               offsetting it with the amortization of the LESSEE's advance, as
               stipulated in paragraph 403 of the Special Terms.

               If the LESSEE's advance of FRF 4,000,000 is not paid at the
               effective date of the lease, the first element of the periodic
               rent shall be calculated over the total investment cost as
               defined in paragraph 207.1.1 of the General Terms.

          As the percentages to be applied to the "total investment cost" at
          each term of the periodic rent in order to determine, first, the
          amount of the financial amortization (column 1) and, secondly, the
          financial outstandings (column 2) used to calculate the amount of
          interest - established on the assumption that the effective date of
          the lease will fall on the first day of a calendar period - they shall
          therefore be revised, if the effective date of the lease occurs during
          a calendar period - have been fixed as follows:


                                      -65-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
     1      2.94371                     97.05629
            two units and ninety-four   ninety-seven units and
            thousand three hundred      five thousand six hundred
            seventy-one thousandth      twenty-nine thousandth
            percent                     percent

     2      2.88903                     94.16726
            two units and eighty-       ninety-four and sixteen
            eight thousand nine         thousand seven hundred
            hundred three thousandth    twenty-six thousandth
            percent                     percent

     3      2.83579                     91.33147
            two units and eighty-       ninety-one units and
            three thousand five         thirty-three thousand one
            hundred seventy-nine        hundred forty-seven
            thousandth percent          thousandth percent

     4      2.78397                     88.54751
            two units and seventy-      eighty-eight units and
            eight thousand three        fifty-four thousand seven
            hundred ninety-seven        hundred fifty-one
            thousandth percent          thousandth percent

     5      2.73353                     85.81398
            two units and seventy-      eighty-five three hundred
            three thousand three        ninety-eight thousandth
            hundred fifty-three         percent
            Thousandth units
</TABLE>


                                      -66-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
     6      2.68445                     83.12953
            two units and sixty-eight   eighty-three units and
            thousand four hundred       twelve thousand nine
            forty-five thousandth       hundred fifty-three
            percent                     thousandth percent

     7      2,63670                     80.49283
            two units and sixty-three   eighty units and forty-
            thousand six hundred        ine thousand two hundred
            seventy thousandth          eighty-three thousandth
            percent                     percent

     8      2.59026                     77.90257
            two units and fifty-nine    seventy-seven units and
            thousand twenty-six         ninety thousand two hundred
            thousandth percent          fifty-seven thousandth
                                        percent

     9      2.54510                     75.35747
            two units and fifty-four    seventy-five units and
            thousand five hundred ten   thirty-five thousand
            thousandth percent          seven hundred forty-seven
                                        thousandth percent

    10      2.50119                     72.85629
            two units fifty thousand    seventy-two units and
            one hundred nineteen        eighty-five thousand six
            thousandth percent          hundred twenty-nine
                                        thousandth percent
</TABLE>


                                      -67-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    11      2.45851                     70.39778
            two units and forty-five    seventy units and thirty-
            thousand eight hundred      nine thousand seven
            fifty-one thousandth        hundred seventy-eight
            percent                     thousandth percent

    12      2.41704                     67.98074
            two units and forty-one     sixty-seven units and
            thousand seven hundred      ninety-eight thousand
            four thousandth percent     seventy-four thousandth
                                        percent

    13      2.37675                     65.60400
            two units and thirty-       sixty-five units and
            seven thousand six          sixty thousand four
            hundred seventy-five        hundred thousandth
            thousandth percent          percent

    14      2.33762                     63.26638
            two units and thirty-       sixty-three units and
            three thousand seven        twenty-six thousand six
            hundred sixty-two           hundred thirty-eight
            thousandth percent          thousandth percent

    15      2.29963                     60.96674
            two units and twenty-nine   sixty units and ninety-
            thousand nine hundred       six thousand six hundred
            sixty-three thousandth      seventy-four thousandth
            percent                     percent
</TABLE>


                                      -68-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    16      2.26276                     58.70398
            two units and twenty-six    fifty-eight thousand
            thousand two hundred        units and seventy
            seventy-six thousandth      thousand three hundred
            percent                     ninety-eight thousandth
                                        percent

    17      2.22699                     56.47699
            two units and twenty-two    fifty-six units and
            thousand six hundred        forty-seven thousand six
            ninety-nine thousandth      hundred ninety-nine
            percent                     thousandth percent

    18      2.19229                     54.28470
            two units and nineteen      fifty-four units and
            thousand two hundred        twenty-eight thousand
            twenty-nine thousandth      four hundred seventy
            percent                     thousandth percent

    19      2.15865                     52.12605
            two units and fifteen       fifty-two units and
            thousand eight hundred      twelve thousand six
            sixty-five thousandth       hundred five thousandth
            percent                     percent

    20      2.12605                     50.0000
            two units and twelve        fifty units percent
            thousand six hundred five
            thousandth percent
</TABLE>


                                      -69-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    21      2.09447                     47.90553
            two units and nine          forty-seven units and
            thousand four hundred       ninety thousand five
            forty-seven thousandth      hundred fifty-three
            percent                     thousandth percent

    22      2.06389                     45.84164
            two units and six           forty-five units and
            thousand three hundred      eighty-four thousand one
            eighty-nine thousandth      hundred sixty-four
            percent                     thousandth percent

    23      2.03429                     43.80735
            two units and three         forty-three units and
            thousand four hundred       eighty thousand seven
            twenty-nine thousandth      hundred thirty-five
            percent                     thousandth percent

    24      2.00566                     41.80169
            two units and five          forty-one units and
            hundred sixty-six           eighty thousand one
            thousandth percent          hundred sixty-nine
                                        thousandth percent

    25      1.97798                     39.82372
            one unit and ninety-seven   thirty-nine units and
            thousand seven hundred      eighty-two thousand three
            ninety-eight thousandth     hundred seventy-two
            percent                     thousandth percent
</TABLE>


                                      -70-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    26      1.95123                     37.87249
            one unit and ninety-five    thirty-seven units and
            thousand one hundred        eighty-seven thousand two
            twenty-three thousandth     hundred forty-nine
            percent                     thousandth percent

    27      1.92540                     35.94709
            one unit and ninety-two     thirty-five units and
            thousand five hundred       ninety-four thousand
            forty thousandth percent    seven hundred nine
                                        thousandth percent

    28      1.90047                     34.04661
            one unit and ninety         thirty-four units and
            thousand forty-seven        four thousand six hundred
            thousandth percent          sixty-one thousandth
                                        percent

    29      1.87643                     32.17018
            one unit and eighty-seven   thirty-two units and
            thousand six hundred        seventeen thousand
            forty-three thousandth      eighteen thousandth
            percent                     percent

    30      1.85327                     30.31691
            one unit and eighty-five    thirty units and thirty-
            thousand three hundred      one thousand six hundred
            twenty-seven thousandth     ninety-one thousandth
            percent                     percent
</TABLE>


                                      -71-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    31      1.83096                     28.48596
            one unit and eighty-three   twenty-eight units and
            thousand ninety-six         forty-eight thousand five
            thousandth percent          hundred ninety-six
                                        thousandth percent

    32      1.80950                     26.67646
            one unit and eighty         twenty-six units and
            thousand nine hundred       sixty-seven thousand six
            fifty thousandth percent    hundred forty-six
                                        thousandth percent

    33      1.78887                     24.88759
            one unit and seventy-       twenty-four units and
            eight thousand eight        eighty-eight thousand
            hundred eighty-seven        seven hundred fifty-nine
            thousandth percent          thousandth percent

    34      1.76906                     23.11854
            one unit and seventy-six    twenty-three units and
            thousand nine hundred six   eleven thousand eight
            thousandth percent          hundred fifty-four
                                        thousandth percent

    35      1.75005                     21.36848
            one unit and seventy-five   twenty-one units and
            thousand five thousandth    thirty-six thousand eight
            percent                     hundred forty-eight
                                        thousandth percent
</TABLE>


                                      -72-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    36      1.73185                     19.63664
            one unit and seventy-       nineteen units and sixty-
            three thousand one          three thousand six
            hundred eighty-five         hundred sixty-four
            thousandth percent          thousandth percent

    37      1.71442                     17.92221
            one unit and seventy-one    seventeen units and
            thousand four hundred       ninety-two thousand two
            forty-two thousandth        hundred twenty-one
            percent                     thousandth percent

    38      1.69777                     16.22445
            one unit and sixty-nine     sixteen units and twenty-
            thousand seven hundred      two thousand six hundred
            seventy-seven thousandth    forty-five thousandth
            percent                     percent

    39      1.68188                     14.54257
            one unit and sixty-eight    fourteen units and fifty-
            thousand one hundred        four thousand two hundred
            eighty-eight thousandth     fifty-seven thousandth
            percent                     percent

    40      1.66674                     12.87583
            one unit and sixty-six      twelve units and eighty-
            thousand six hundred        seven thousand five
            seventy-four thousandth     hundred eighty-three
            percent                     thousandth percent
</TABLE>


                                      -73-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    41      1.65234                     11.22348
            one unit and sixty-five     eleven units and twenty-
            thousand two hundred        two thousand three
            thirty-four thousandth      hundred forty-eight
            percent                     thousandth percent

    42      1.63867                     9.58481
            one unit and sixty-three    nine units and fifty-
            thousand eight hundred      eight thousand four
            sixty-seven thousandth      hundred eighty-one
            percent                     thousandth percent

    43      1.62573                     7.95908
            one unit and sixty-two      seven units and ninety-
            thousand five hundred       five thousand nine
            seventy-three thousandth    hundred eight thousandth
            percent                     percent

    44      1.61349                     6.34559
            one unit and sixty-one      six units and thirty-four
            thousand three hundred      thousand five hundred
            forty-nine thousandth       fifty-nine thousandth
            percent                     percent

    45      1.60196                     4.74362
            one unit and sixty          four units and seven-four
            thousand on hundred         thousand three hundred
            ninety-six thousandth       sixty-two thousandth
            percent                     percent
</TABLE>


                                      -74-

<PAGE>

<TABLE>
<CAPTION>
              FINANCIAL AMORTIZATION    INTEREST CALCULATION BASIS
DUE DATES              (%)                          (%)
---------   -------------------------   --------------------------
<S>         <C>                         <C>
    46      1.59113                     3.15249
            one unit and fifty-nine     three units and fifteen
            thousand one hundred        thousand two hundred
            thirteen thousandth         forty-nine thousandth
            percent                     percent

    47      1.58098                     1.57151
            one unit and fifty-eight    one unit and fifty-seven
            thousand and ninety-eight   thousand one hundred
            thousandth percent          fifty-one thousandth
                                        percent

    48      1.57151                     0.0000
            one unit and fifty-seven    zero unit percent
            thousand one hundred
            fifty one thousandth
            percent
</TABLE>


                                      -75-

<PAGE>

207.1.1.2 The annual proportional rate T referred to in paragraph 207.1.1.2 of
     the General Terms shall be determined as follows:

     T = 6.75%

     Calculated according to the refinancing rates based on resources from
     industrial development accounts (CODEVI), currently subject to interest of
     3.50%, this rate shall vary the same way as the average interest rate on
     the credit balance of such industrial development accounts (CODEVI) during
     the three (3) months preceding the month in which the periodic rental term
     is due.

     For example, if the average interest rate on the credit balance of CODEVI
     accounts is lowered from 3.50% to 3.00% (i.e. a decrease of 0.50 point),
     the proportional annual rate T shall also be lowered by 0.50 point to
     6.25%.

     In the event that the average interest rate on the credit balance of CODEVI
     accounts can no longer be determined, irrespective of the reason, and no
     official replacement rate is provided, the proportional annual rate T
     applicable to each due date of the periodic rent shall be determined as
     follows:

     T = M.TRM02 + 2.00 point. M.TRM02 shall be equal to the arithmetic mean of
     the average yield (TRM) on blue chip private-sector bonds on the secondary
     market, at the end of the week, calculated by Caisse des Depots et
     Consignations during the month preceding the month in which the periodic
     rental term falls due.

     2)   SHARE OF NORBAIL IMMOBILIER

          The quarterly basic net rent (ex-VAT) shall be equal to the sum of the
          following elements.

          1.   1ST ELEMENT

               1ST PART

               Reimbursement of principal over the term of the lease according
               to the accelerated amortization method, in accordance with the
               foregoing table, for the entire principal invested in the
               operation by NORBAIL IMMOBILIER less the amount of the initial
               advance paid by the LESSEE.


                                      -76-

<PAGE>

               SECOND PART

               This second part, which shall only include amortization of the
               principal, shall be calculated at the same amortization rate as
               the first part, over the amount of the initial advance paid by
               the LESSEE, on the assumption that the lease takes effect on the
               first day of a calendar period.

               The ex-VAT amount of this second part shall be paid by offsetting
               it with the amortization of the LESSEE's advance, as stipulated
               in paragraph 403 of the Special Terms.

               If the LESSEE's advance of FRF 4,000,000 is not paid at the
               effective date of the lease, the first element of the periodic
               rent shall be calculated over the total principal invested by
               NORBAIL IMMOBILIER and the LESSOR shall be entitled to demand
               application of the resolution clause, in accordance with
               paragraph 403 of the Special Terms.

               2ND ELEMENT

               Interest calculated pro-rata temporis, i.e. by entering under the
               numerator the exact number of days of the calendar year and under
               the denominator the financial year, and applying to the financial
               outstandings, after amortization of the principal invested by
               NORBAIL IMMOBILIER in the operation over interest-bearing
               resources, a quarterly coefficient equal to:

               TC+3.25 (nominal advance rate)
               -------
                  4

               where TC stands for the interest rate on CODEVI savings accounts
               opened at CREDIT DU NORD with a minimum of 3.50%.

               The TC shall be the rate in force at the date of the rental term.

               For example, for an investment net of subsidies of FRF 1,000,000,
               excluding VAT, based on a quarter of 90 days and reference rate
               "TC" for March 1996, i.e. 3.50%, the straight-line constant
               quarterly rent, excluding VAT, would be FRF 30,230.76 during 48
               quarters.

207.2 Indexation of periodic basic net rent

     -    percentage of indexable quarterly basic net rent: 0% (zero percent)

     -    percentage of indexable quarterly basic net rent: 100% (one hundred
          percent)


                                      -77-

<PAGE>

207.5 Payment of rent

     The periodic effective net rent, plus due VAT, shall fall due and be
     payable quarterly in advance on 1 January, 1 April, 1 July and 1 October of
     each year and for the first time at the effective date of the lease, for
     the period remaining until the end of the calendar period then in progress.

     No management fee shall be collected at each due date.

207bis TEMPORARY COMPLEMENTARY RENT

207bis 2 Annual rate to be retained for calculating interest according to the
     conditions stipulated in the Special Terms.

     Average monthly money market rate paid on the interbank market, established
     by Association Francaise des Banques and officially published by Societe
     des Bourses Francaises for the month preceding the month of the term, plus
     1.00 point.


                                      -78-

<PAGE>

                          TITLE 3 OF THE SPECIAL TERMS

300  UNILATERAL UNDERTAKING TO SELL THE LEASED PROPERTY

301  PURPOSE

301.1 By derogation from the provisions in the General Terms, the LESSEE shall
     be entitled to request consummation of the property sale by the end of the
     5th year and each of the following lease years until expiration of the
     contract, subject to compliance with the option terms and deadlines
     stipulated in paragraph 302.2.

303  TERMS AND CONDITIONS OF SALE

303.2 Given the above derogation to paragraph 301.1 of the General Terms and if
     the stipulations in these Articles are exercised by the LESSEE, the sales
     price including an indemnity shall be calculated as follows:

     The total rent remaining due after discounting at the contract rate less
     2.50%. The contract rate would itself be discount on the basis of T (for
     SLIBAIL IMMOBILIER) and TC (for NORBAIL IMMOBILIER) known at the option
     exercise day, if the amount of this rate is less than that used to
     determine the rent.

303.2.1 At the end of each lease year, the residual financial value before
     indexation of the "total investment cost" shall be obtained by adding up
     the following two elements:

          1ST ELEMENT

          This element is obtained by applying the following percentages to the
          "total investment cost" defined in paragraph 207.1.2 of the General
          Terms less the amount of the LESSEE's initial advance.

          2ND ELEMENT

          This element is obtained by applying the same percentages as to
          element 1 to that part of the "total investment cost" defined in
          paragraph 207.1.2 of the General Terms, financed from the LESSEE's
          advance referred to in paragraph 403 of the Special Terms.


                                      -79-

<PAGE>

          This second element shall be paid by offsetting it with the balance of
          the LESSEE's advance.

          It is herewith specified that, although the LESSEE can only request
          consummation of the sale by the end of the fifth lease year at the
          earliest (paragraph 301.1), the following percentages are also given
          for earlier years, to make it possible, as applicable, to implement
          the provisions in the paragraphs 209, 210, 211 and 213 of the General
          Terms.


                                      -80-

<PAGE>

<TABLE>
<CAPTION>
END OF LEASE YEAR                    RESIDUAL VALUE (%)
-----------------                    ------------------
<S>                 <C>
        1           88.5475
                    eighty-eight units and fifty-four thousand seven
                    hundred fifty-one thousandth percent

        2           77.90257
                    seventy-seven units and ninety thousand two hundred
                    fifty-seven thousandth percent

        3           67.98074
                    sixty-seven units and ninety-eight thousand seventy-
                    four thousandth percent

        4           58.70398
                    fifty-eight thousand units and seventy thousand
                    three hundred ninety-eight thousandth percent

        5           50.0000
                    fifty units percent

        6           41.80169
                    forty-one units and eighty thousand one hundred
                    sixty-nine thousandth percent

        7           34.04661
                    thirty-four units and four thousand six hundred
                    sixty-one thousandth percent

        8           26.67646
                    twenty-six units and sixty-seven thousand six
                    hundred forty-six thousandth percent
</TABLE>


                                      -81-

<PAGE>

<TABLE>
<CAPTION>
END OF LEASE YEAR                    RESIDUAL VALUE (%)
-----------------                    ------------------
<S>                 <C>
        9           19.63664
                    nineteen units and sixty-three thousand six hundred
                    sixty-four thousandth percent

        10          12.87583
                    twelve units and eighty-seven thousand five hundred
                    eighty-three thousandth percent

        11          6.34559
                    six units and thirty-four thousand five hundred
                    fifty-nine thousandth percent

        12          1
                    one franc
</TABLE>


                                      -82-

<PAGE>

                          TITLE 1 OF THE SPECIAL TERMS

400  GUARANTEES OFFERED BY THE LESSEE

403  OTHER GUARANTEES

     LESSEE'S ADVANCE

     At the effective date of the lease, the LESSEE shall pay the LESSOR an
     advance of FRF 8,000,000, including FRF 4,000,000 onto the account of
     SLIBAIL IMMOBILIER and FRF 4,000,000 onto the account of NORBAIL
     IMMOBILIER, which shall not bear interest and which shall be deducted from
     the calculation basis of the first element of the rent referred to in
     paragraph 207.1 of the Special Terms.

     This advance shall be reimbursed at each due date by offsetting it with the
     amount of the second element of the rent for SLIBAIL IMMOBILIER and with
     the second part of the first element of the rent for NORBAIL IMMOBILIER, as
     defined in paragraph 207.1 of the Special Terms.

     In case of early exercise of the option, the balance of the advance shall
     be reimbursed by offsetting it with the sales price defined in paragraph
     303.

     The amount of the advance not yet reimbursed shall consist of cash pledged
     in favor of the LESSOR to guarantee that the LESSOR will be paid all sums
     due by the LESSEE under this contract.

     Failure to pay the said advance of FRF 8,000,000 shall entail, at the
     LESSOR's discretion, application of the resolution clause referred to in
     paragraph of the General Terms.


                                      -83-

<PAGE>

                          TITLE 7 OF THE SPECIAL TERMS

700  MISCELLANEOUS PROVISIONS AND REPRESENTATIONS

701  TERMS OF PAYMENT GOVERNING SUMS OWED BY THE LESSEE

     Reference of LESSOR's bank accounts to be credited:

     For SLIBAIL IMMOBILIER

     -    Name of LESSOR: SLIBAIL IMMOBILIER

     -    Name of bank: CREDIT LYONNAIS (Code 30002)

     -    Designation and address of bank branch:
               Agence ABI (Code 00880)
               20 rue Treilhard, 75008 PARIS

     -    Account No: 2P, bank sort code 46

     For NORBAIL IMMOBILIER

     -    Name of LESSOR: NORBAIL IMMOBILIER

     -    Name of bank: CREDIT DU NORD (Code 30076)

     -    Designation and address of bank branch:
               Agence Centrale Entreprises 02020

     -    Account No: 27457200200, bank sort code 35

     Reference of LESSEE's bank accounts:

     For SLIBAIL IMMOBILIER

     -    Name of bank: CREDIT LYONNAIS (Code 30002)

     -    Designation and address of bank branch:
               CAE LEVALLOIS 796 Nanterre

     -    Account No: 100 Z, bank sort code 09

     For NORBAIL IMMOBILIER

     -    Name of bank: CREDIT DU NORD (Code 30076)

     -    Designation and address of bank branch:
               Agence de Puteaux, rue Bellini

     -    Account No: 300760206310597700200, bank sort code 74

     The share of each LESSOR in the rent shall be debited separately.


                                      -84-

<PAGE>

707  LAND REGISTRATION

     Since this property lease does not exceed twelve (12) years, it will not be
     subjected to land publication formalities.

     VALUATION

     a)   For the purpose of land publication, as applicable, the parties value:

          -    All cumulative years of rent, ex-VAT, at the sum of FORTY-TWO
               MILLION SIXTY-FIVE THOUSAND SIX HUNDRED TWENTY FRENCH FRANCS (FRF
               42,065,620 ex-VAT), including ELEVEN MILLION SIXTY-FIVE THOUSAND
               SIX HUNDRED TWENTY FRENCH FRANCS (FRF 11,065,620 ex-VAT) for
               financial costs paid by the LESSEE, i.e. an assessment basis of
               THIRTY-ONE MILLION FRENCH FRANCS (FRF 31,000,000) for land
               publication tax.

     b)   For the emolument of the Registrar, as applicable, the parties value:

          -    All cumulative years of rent, including value-added tax, at the
               sum of FIFTY MILLION SEVEN HUNDRED THIRTY-ONE THOUSAND ONE
               HUNDRED THIRTY-SEVEN FRENCH FRANCS (FRF 50,731,137 including
               VAT).

          -    The residual price in consideration of which the sale will be
               consummated in favor of the LESSEE when the operation is settled,
               if the aforesaid sales undertaking is exercised, shall be ONE
               FRENCH FRANC (FRF 1).

     c)   For the land publication tax and for the emolument of the Registrar,
          as applicable, the parties value the charges incumbent on the LESSEE,
          which would be due to the LESSOR, at the sum of THREE HUNDRED
          SEVENTY-TWO THOUSAND FRENCH FRANCS (FRF 372,000).

          The parties further specify that the amount of the total investment
          projected by the LESSOR for this operation amounts to the net sum of
          THIRTY-ONE MILLION FRENCH FRANCS (FRF 31,000,000 ex-VAT), i.e.
          including all taxes the sum of THIRTY-SEVEN MILLION THREE HUNDRED
          SEVENTY THOUSAND FIVE HUNDRED FIFTY FRENCH FRANCS (FRF 37,370,550
          including VAT).


                                      -85-

<PAGE>

710  MANAGEMENT POWERS

     Mrs Morane Gaillard, ex-officio as the representative of NORBAIL
     IMMOBILIER, herewith mandates SLIBAIL IMMOBILIER, for the entire term of
     this lease, to carry out all day-to-day management and administration
     operations connected with the said lease, notably:

     -    to collect all sums by way of pre-rent, ordinary and extraordinary
          charges, termination indemnities, sales price, levies and taxes,
          except NORBAIL IMMOBILIER's share in the rent, which it shall bill
          directly.

     -    to divide the income from its management between SLIBAIL IMMOBILIER
          and NORBAIL IMMOBILIER in proportion to their participation in this
          operation.

     Mr Hiebel, ex-officio as the representative of SLIBAIL IMMOBILIER,
     expressly accepts the mandate hereby vested in SLIBAIL IMMOBILIER.

     The LESSEE takes note of the above agreements and undertakes:

     -    to pay SLIBAIL IMMOBILIER all sums which it must pay the LESSOR in any
          respect by virtue of this lease, except NORBAIL IMMOBILIER's share in
          rent, which shall be paid directly.

     -    to send SLIBAIL IMMOBILIER notice of all option exercise requests,
          whether at an early date or not, or lease termination requests and to
          send it notice of all transfers or contributions of the right to this
          lease.

     However, it is herewith specified:

     -    that VAT shall be managed separately by each property financing
          company;

     -    that the mandator's prior agreement shall be obtained for all
          decisions exceeding the framework of day-to-day management (early
          termination, transfer, expropriation of the building, insurance
          losses, legal actions, etc.).


                                      -86-

<PAGE>

711  OTHER PROVISIONS

     -    REGULATED ZONE

          It is herewith stipulated that the property leased under this contract
          is part of the ZONE D'AMENAGEMENT CONCERTE DE L'ECHANGEUR
          ("Cloverleaf" concerted development zone), created by resolution of
          the town council of the city of BOURGES on 26 October 1989 and
          approved by the Prefect of the Cher district on 26 October 1989, of
          which the documents are filed with Maitre BOUTET, notary in
          partnership in BOURGES.

          The LESSEE warrants and represents that it has acquainted itself with
          the terms and conditions of these development regulations (concession
          agreement, concession specifications, land transfer specifications)
          and undertakes, in the LESSOR's place, to comply with and to
          accomplish all obligations and conditions resulting from these
          documents, in such a way that the LESSOR can never be wanted in this
          respect for any reason whatsoever.

          In accordance with paragraph 208.3 of the General Terms, the LESSEE
          shall also bear all charged resulting from these regulations, in such
          a way that the LESSOR can never be wanted in this respect for any
          reason whatsoever.

     -    BUILDING PERMIT

          At the date on which this contract is signed, the period for recourse
          further to delivery of building permit No 018033 97 P0025 of 7 March
          1997 has not yet expired.

          This lease shall automatically be terminated, at the LESSOR's
          discretion, without legal formality, if, by 31 December 1997, the
          LESSEE has not obtained, for the premises governed by this contract, a
          building permit which has become final because of absence of recourse
          during the legal period of recourse or because of a final court order
          pronounced further to recourse.

          Termination shall take effect at the date on which the LESSEE receives
          a registered letter informing it of the LESSOR's decision or a
          bailiff's writ with the same purpose.


                                      -87-

<PAGE>

          The LESSEE shall pay the LESSOR, within maximum one month from
          termination, by way of damages under the Articles 1152 and 1226 of the
          Civil Code, an indemnity equal to the amount of the financing ceiling
          stipulated in paragraph 102.2 plus VAT to be paid by the LESSOR to the
          Treasury, incremented by 20% over the total.

          Said termination indemnity shall be incremented by the applicable VAT.

          However, the LESSEE shall be entitled, provided it has duly performed
          all its contractual obligations, to acquire the real rights held by
          the LESSOR to the site as well as the constructions, in consideration
          of a price equal to the total expenses incurred by the LESSOR at the
          day of the sale and all sums due on works, including indemnities if
          any due to participants in the construction, the whole being increased
          by 10%.

          In order to be admissible, the acquisition request must be sent by
          registered letter with notice of receipt accompanied by the price and
          the amount of costs within one month from notification.

          Moreover, the sale shall be consummated on the terms and conditions
          laid out in the paragraphs 303.4 and 303.10 of the General Terms.

          If the notarized sales deed cannot be signed for failure to pay the
          price or for any other reason due to the LESSEE, within four months
          from the aforesaid notice, the resolution clause provided for above
          shall apply.

          Pre-rent (or rent if termination occurs after the effective date of
          the lease) shall remain due until the termination date of the lease or
          until the notarized property sales deed is signed.

     -    RELIEF FOR CAUSE OF LESION

          The site covered herein was acquired by SEMARB, the previous owner,
          less than two years ago. Accordingly, the period for bringing an
          action for relief for cause of lesion has not lapsed.

          Consequently, further to transfer of the risks to the LESSEE, as
          stipulated in the PRELIMINARY DECLARATION to this contract, the LESSEE
          undertakes to reimburse the LESSOR all sums which the latter may be
          obliged to pay if this action is brought, to stop it from going
          further, notably a fair price complement.


                                      -88-

<PAGE>

          Said sums shall be incremented with interest calculated pro-rata
          temporis at the rate of this contract.

712  LESSEE'S WARRANTIES AND REPRESENTATIONS

     *    REPRESENTATION REGARDING THE VALUE OF THE SITE

     The LESSEE further warrants and represents that the value of the property
     site covered by this property financing contract is (FRF 5,000,000) ex-VAT
     at the acquisition date by the LESSOR. It undertakes to bear all
     consequences resulting from the foregoing declaration.

     *    REPRESENTATION REGARDING CLASSIFIED FACILITIES

     Lastly, the LESSEE warrants and represents that it fully acquainted with
     the laws and regulations on classified facilities (Act No 76-663 of 19 July
     1976 and Decree No 77-1133 of 21 September 1977, modified by Decree No
     89-837 of 14 November 1989, and Decree No 80-813 of 15 October 1980).

     It warrants and represents that the activity it plans to carry on at the
     premises covered herein fall within the scope of the declaration, as
     witnessed further by an affidavit issued by the Prefecture of Cher on 10
     February 1997.

     It undertakes to comply with said laws and regulations on classified
     facilities and to bear all consequences resulting from the aforesaid
     declaration.

713  SUBSIDIES

     The LESSEE has informed the LESSOR that this property financing operation
     may be subject to subsidies.

     The LESSEE declares that it has taken the initiative to request from:

     1)   FERI a subsidy of FRF 1,950,000 and a concessionary subsidy of FRF
          650,000 to be applied to the rental terms;


                                      -89-

<PAGE>

     2)   the CONSEIL GENERAL OF THE CHER DISTRICT a subsidy in the amount of
          FRF 1,200,000, partly in the form of a concessionary subsidy to be
          applied to the rental terms;

     in order to help finance this operation.

     It is here agreed that in the remainder of this text, the term "subsidy"
     shall be used to designate all subsidies requested by the LESSEE for the
     property operation described in the preamble.

     In this respect, the LESSEE warrants and represents that it is aware of the
     obligations resulting from delivery of such subsidy and undertakes to
     comply with them and promptly to produce evidence of compliance with such
     agreements when requested to do so.

     In practice, this subsidy will be granted to the LESSOR which, at the
     LESSEE's express request, shall offer the latter its benefit by reducing
     the amount of periodic rent, net of tax, based on the net cash received on
     this head.

     Said reduction shall be found by applying to the amount of the subsidy
     actually received by the LESSOR the same coefficients as applied to the
     total investment cost to determine the periodic basic rent.

     Subsidies in the form of abatements shall be granted to the LESSOR which,
     at the LESSEE's express request, shall offer the latter the benefit thereof
     by reducing the amount of periodic rent, net of tax, as defined in
     paragraph 207.1 of the General Terms, in the amount of the net abatements
     received on this head.

     As regards the share financed by NORBAIL IMMOBILIER, the bill for each
     rental term shall take account of reinstatement, over the term of the
     contract, in accordance with the applicable laws, of a fraction of the
     equipment subsidies granted in the form of a credit, net of value-added
     tax, at the same pace as the pace used for financial amortization on the
     rental scale.

     Moreover, as it is the LESSEE which will benefit from the subsidy, the
     LESSEE alone shall be responsible for compliance with all conditions, if
     any, determining delivery or continuance of such assistance by the
     authority concerned.


                                      -90-

<PAGE>

     The LESSEE shall also bear all consequences of termination of such
     assistance.

     Thus, if the conditions laid down by the authority having granted the
     subsidy are not complied with, the LESSEE shall pay, by way of non-interest
     bearing guarantee deposit, a sum equal to the amount of the reimbursement
     requested by such authority.

     It is herewith also noted that the LESSEE is and shall remain exclusively
     responsible for monitoring of such subsidy, in the broadest meaning of the
     term. Accordingly, the LESSOR assumes no responsibility in this respect,
     has no tangible charge and can in no event be held liable or wanted in case
     of difficulties.

     For example, preparation of the application file, follow-up of disbursement
     planning, and submission of all information or evidence to the authority
     having paid the subsidy shall remain the LESSEE's responsibility.

     In the event that the LESSOR has to intervene in respect of the authority
     charged with paying the subsidy, whether to send a file, to request actual
     payment of the subsidy or to submit documents claimed in connection with
     said subsidy, the LESSEE shall send the LESSOR all draft letters or
     documents necessary to submit the requested documents.

     Accordingly, the LESSOR shall in no event be liable for late availability
     of the subsidy if due to late delivery of papers or documents because said
     LESSOR was not informed in time by the LESSEE.

     More generally, the LESSEE undertakes to make sure that the LESSOR does not
     suffer any prejudice because of the approval and processing of the subsidy,
     in accordance with the stipulations in the PRELIMINARY DECLARATION
     "TRANSFER OF RISKS TO THE LESSEE" in this lease contract.


                                      -91-

<PAGE>

Drawn up on ninety-two (92) pages

With the participation of Maitre Jean TARRADE, associate notary in PARIS,
counsel for NORBAIL IMMOBILIER,

And with the participation of Maitre Francis BERGERAULT, the aforesaid notary,
counsel for the LESSEE,

After reading, the parties have signed with the undersigned associate notary

Twenty-nine April
Nineteen hundred ninety-seven

Six referrals
Twenty-five crossed-out blank spaces
Twenty-four crossed-out figures
Nine lines and eighteen words void

Referrals:

page 39

1)   sixth

page 65

1)   in column 1 of the following table

page 80

1)   fifth

page 86

1)   directly to the latter

page 5

1)   March

page 89

1)   Five million French francs ex-VAT


                                      -92-

<PAGE>

At the notarial office / 75001 PARIS

Maitre Francois THESSIEUX, notary in partnership of a company holding a notarial
office at 20, rue des Pyramides, 75001 Paris, received this deed in authentic
form.

INFORMATION ABOUT THE PARTIES

I.   LESSORS

1.   SLIBAIL IMMOBILIER

A public limited company,

governed by existing laws, notably Article 2 of Act No 66-455 of 2 July 1966,
modified by government order No 67-837 of 28 September 1967, with respect to
enterprises carrying on a leasing business, and by its bylaws,

with a capital of two hundred twenty million French francs (FRF 220,000,000),

having its registered office at 19 boulevard des Italiens, 75002 Paris,

entered in the Register of Companies of Paris under No B 682 039 086 (68B03908),

approved for the benefit of the tax rules applicable to SICOMIs (French
tax-exempt commercial property companies) by an order from the Ministry of
Finance dated 3 October 1968, whose decision to preserve the benefit of this tax
regime on the conditions stipulated in Article 96.I, second paragraph, of Act
90.1168 (Budget Act for 1991) was recorded on 4 July 1991 by the Ministry of the
Economy, Finance and the Budget,

originally incorporated under the name "SOCIETE LYONNAISE IMMOBILIERE POUR LES
COMMERCE ET L'INDUSTRIE - SLICOMI" and having:

-    changed its name to "SLIBAILSICOMI" by virtue of a resolution adopted by
     the Extraordinary General Meeting of partners of the said company on 9
     November 1992, a duly certified copy of whose minutes was appended, after
     mention, to an office copy of a deed recording their registration, received
     by Maitre Jean-Louis REGNIER, notary in partnership in Paris, on 21
     December 1992,


                                      -93-

<PAGE>

-    adopted its current name by virtue of a resolution adopted by the
     Extraordinary General Meeting of partners of the said company on 29 January
     1996, a duly certified copy of whose minutes was appended, after mention,
     to an office copy of a deed recording their registration, received by
     Maitre Jean-Louis REGNIER, notary in partnership in Paris, on 4 March 1996,

represented by:

Mr ____________, notarial clerk, domiciled at 20 rue des Pyramides, 75001 PARIS,

acting on behalf of and as attorney in fact for Mr Hubert GAVAU, Vice-President
Sales, domiciled at 106 rue des Trois Fontanot, Nanterre, Hauts de Seine, duly
empowered to act herein by virtue of a private deed dated __________, Nanterre,
appended hereto after mention,

in which power Mr GAVAU, with the right of substitution, acted on behalf of and
as attorney in fact for Mr Claude VIVIEN, General Manager of the said company,
being at the time domiciled at 34 rue Laffitte, 75009 Paris and currently
domiciled at 106 rue des Trois Fontanot, Nanterre, Hauts de Seine, under a deed
received by Maitre Jean-Louis REGNIER, the aforesaid notary on 22 May 1995,

in which power Mr VIVIEN himself acted by virtue of his functions, confirmed for
an indefinite time, with the right of substitution and with the broadest
possible powers to act under all circumstances on behalf of the said company,
including the power to act before the courts, by virtue of a resolution adopted
by the Board of Directors of the said company on 16 February 1995, a duly
certified copy of whose minutes was appended, after mention, to an office copy
of a deed recording their registration, received by Maitre Jean-Louis REGNIER,
the aforesaid notary, on 22 May 1995.

2.   NORBAIL IMMOBILIER

A public limited company,

with a capital of FRF 50,000,000,

having its registered office at 16 rue Le Peletier, 75009 Paris,

entered in the Register of Companies of Paris under No B 352 109 656 (89B14721),

represented by:


                                      -94-

<PAGE>

Mr ______________, notarial clerk, domiciled at 20 rue des Pyramides, 75001
PARIS,

by virtue of ___________________________________________________________________

SLIBAIL IMMOBILIER and NORBAIL IMMOBILIER as well as their representatives are
herein referred to as the "LESSOR", acting jointly and respectively up to 50%
for SLIBAIL IMMOBILIER, the lead manager, and up to 50% for NORBAIL IMMOBILIER,

                                                         PARTY OF THE FIRST PART


                                      -95-

<PAGE>

II.  LESSEE

AUXITROL SA

A public limited company,

with a capital of FRF 25,000,000,

having its registered office at Centre d'Affaires Esplanade ***, 5 Allee Charles
Pathe, 18941 Bourges Cedex 9,

entered in the Register of Companies of Bourges under No B 602 023 251 (63B64),

represented by:

Mr ______________, notarial clerk, domiciled at 20 rue des Pyramides, 75001
PARIS,

by virtue of ___________________________________________________________________

AUXITROL SA and its representative are herein referred to as the "LESSEE",

                                                        PARTY OF THE SECOND PART


                                      -96-

<PAGE>

PREAMBLE

                                   WITNESSETH

1.   The LESSEE wishes to have industrial premises with a net leasing area of
     10,183 sq.m., to be constructed on the site described hereinafter, located
     in BOURGES (Cher) and currently owned by SEMARB, hereinafter referred to as
     the OWNER OF THE SITE.

2.   Without intervention by the LESSOR, the LESSEE has taken the initiative to
     negotiate its acquisition terms directly with the OWNER OF THE SITE.

3.   The LESSEE arranged to have established, according to its needs, the
     construction program for the premises to be erected at the site.

4.   On 10 February 1997, the LESSEE filed a building permit application.

     On 7 March 1997, the LESSEE obtained a building permit bearing No 018033 97
     P0025, delivered by the Commune of BOURGES.

     This permit was displayed at the townhall of BOURGES, as witness an
     affidavit issued by the said townhall on 14 April 1997, and was displayed
     at the site, as witness a report drawn up on 11 March 1997 by Maitre Jean
     CHASTEL, bailiff in partnership in BOURGES.

5.   The LESSEE has asked the LESSOR for the following property financing
     transaction in its favor, including:

     -    acquisition of the said site by the LESSOR,

     -    construction by the LESSOR of the premises needed by the LESSEE,

     -    and lease by the LESSEE of the building, under a lease tied to a sales
          undertaking.

6.   The LESSOR has agreed to carry out this financing transaction in the light
     of the LESSEE's person and the guarantees which the LESSEE has agreed to
     provide.


                                      -97-

<PAGE>

7.   Under a deed received on 29 April 1997 by Maitre Francis BERGERAULT, notary
     in partnership in BOURGES, the LESSOR accordingly acquired the said site at
     a price of FIVE MILLION FRANCS excluding VAT (FRF 5,000,000 ex-VAT),
     incremented by ONE MILLION THIRTY THOUSAND FRENCH FRANCS (FRF 1,030,000) by
     way of VAT, paid cash and of which a receipt was given in the said deed.

     The LESSOR has further paid the notary the sum of SEVENTY-FIVE THOUSAND
     FRANCS (FRF 75,000) by way of provision for the duties, taxes, costs and
     emoluments due in connection with said acquisition.

     An office copy of this deed was published at the BOURGES mortgage registry
     on 13 May 1997, volume 1997 P, number 2704.

                             DESCRIPTION OF PROPERTY

LAND TO BE ACQUIRED

In BOURGES (Cher).

A building site survey section 2M number 139 at the site known as "Le Noir a
Beurat", with a content of five hectares thirty-seven areas and ninety-one
centiares (5ha 37a 91ca).

The said site is part of a development program governed by the ZONE
D'AMENAGEMENT CONCERTE DE L'ECHANGEUR (cloverleaf concerted development zone)
procedure adopted by resolution of the town council of the city of BOURGES on 26
October 1989, approved by the Prefect of the Cher district on 26 October 1989,
of which the documents are filed with Maitre BOUTET, notary in partnership in
BOURGES.

The LESSEE has intervened in this sales deed to declare that all clauses and
terms of this deed correspond to those which the LESSEE itself had negotiated
with the seller.

8.   Under a deed received on 29 April 1997 by Maitre THESSIEUX, the undersigned
     notary in partnership, the LESSOR and the LESSEE agreed to carry out,
     within the framework of Act No 66-455 of 2 July 1966 and Article 57 of Act
     No 95-115 of 4 February 1995, the property financing transaction described
     in the foregoing preamble.

Accordingly,

-    the parties have laid down and agreed to their reciprocal obligations
     during the construction period;

-    the LESSOR leases to the LESSEE, which agrees to let, the property
     described above;


                                      -98-

<PAGE>

-    the LESSOR undertakes to sell said property to the LESSEE, which accepts
     this undertaking as an undertaking only, and reserves the right to acquire
     or not to acquire said property at its discretion;

Under the said deed, it was notably stipulated as follows, reiterated literally:

                          TITLE 1 OF THE SPECIAL TERMS

100  AGREEMENT REGARDING THE PERIOD PRIOR TO THE EFFECTIVE DATE OF THE LEASE

101  PURCHASE OF SITE

.. . .

102  ERECTION OF CONSTRUCTIONS

102.6 Works completion deadline: 31 March 1998

103  FINANCING OF WORKS

103.2 The LESSOR agrees to finance the investment up to the following ceiling:

<TABLE>
<S>                                      <C>   <C>             <C>
     - acquisition of site               FRF    5,000,000.00   ex-VAT
     - provision for acquisition costs   FRF       75,000.00
     - construction                      FRF   25,925,000.00   ex-VAT
                                         FRF   31,000,000.00
</TABLE>

     (THIRTY-ONE MILLION FRANCS)

     To this ceiling shall be added the corresponding VAT.

     The investment shall be financed as follows:

<TABLE>
<S>                                      <C>   <C>
     - Financing by SLIBAIL IMMOBILIER   FRF   15,500,000.00
     - Financing by NORBAIL IMMOBILIER   FRF   15,500,000.00
                                         FRF   31,000,000.00
</TABLE>

     It is herewith specified that the LESSEE, in accordance with paragraph 403
     of the Special Terms, in order to guarantee the financings provided by
     SLIBAIL IMMOBILIER and NORBAIL IMMOBILIER, the LESSEE shall pay an advance
     of FRF 8,000,000, including FRF 4,000,000 onto the account of SLIBAIL
     IMMOBILIER and FRF 4,000,000 onto the account of NORBAIL IMMOBILIER.


                                      -99-

<PAGE>

9.   The LESSEE has asked the LESSOR to bear the cost of additional works to be
     carried on the premises covered by the property lease contract concerned.


                                     -100-

<PAGE>

The cost of these works amounts to ONE MILLION EIGHT HUNDRED THIRTY-FIVE
THOUSAND FRENCH FRANCS ex-VAT (FRF 1,835,000 ex-VAT).

Accordingly, the LESSOR and the LESSEE have agreed to raise the ceiling of the
original property lease contract from THIRTY-ONE MILLION FRENCH FRANCS (FRF
31,000,000) to THIRTY-TWO MILLION EIGHT HUNDRED THIRTY-FIVE THOUSAND FRENCH
FRANCS ex-VAT (FRF 32,835,000 ex-VAT).

Further to this new agreement, the parties have agreed to modify the following
paragraph of the property lease contract received by Maitre Francois THESSIEUX,
the undersigned notary, on 29 April 1997.

NOW THEREFORE IT HAS BEEN AGREED AS FOLLOWS:

                                    AMENDMENT

The property lease received by Maitre Francois THESSIEUX, the undersigned
notary, on 29 April 1997, is amended as follows:

                          TITLE 1 OF THE SPECIAL TERMS

100  AGREEMENT REGARDING THE PERIOD PRIOR TO THE EFFECTIVE DATE OF THE LEASE

.. . .

103  FINANCING OF WORKS

103.2 The LESSOR agrees to finance the investment up to the following ceiling:

<TABLE>
<S>                                    <C>   <C>             <C>
     .acquisition of site              FRF    5,000,000.00   ex-VAT
     provision for acquisition costs   FRF       75,000.00
     construction                      FRF   27,760,000.00   ex-VAT
                                       FRF   32,835,000.00
</TABLE>


                                     -101-

<PAGE>

     (THIRTY-TWO MILLION EIGHT HUNDRED THIRTY-FIVE THOUSAND FRANCS)

     To this ceiling shall be added the corresponding VAT.

     The investment shall be financed as follows:

<TABLE>
<S>                                      <C>   <C>
     - Financing by SLIBAIL IMMOBILIER   FRF   16,417,500.00
     - Financing by NORBAIL IMMOBILIER   FRF   16,417,500.00
                                         FRF   32,835,000.00
</TABLE>

     It is herewith specified that the LESSEE, in accordance with paragraph 403
     of the Special Terms, in order to guarantee the financings provided by
     SLIBAIL IMMOBILIER and NORBAIL IMMOBILIER, the LESSEE shall pay an advance
     of FRF 8,000,000, including FRF 4,000,000 onto the account of SLIBAIL
     IMMOBILIER and FRF 4,000,000 onto the account of NORBAIL IMMOBILIER.

No other amendment is made to the property lease contract of 29 April 1997.

                           LAND REGISTRATION - POWERS

     Since the aforesaid property lease of 29 April 1997 does not exceed twelve
     (12) years, it will not be subjected to land publication formalities.

     Accordingly, this amendment will not be subjected to land publication
     formalities.

     VALUATION

     a)   For the purpose of land publication, as applicable, the parties value:

          -    All cumulative years of complementary rent, ex-VAT, at the sum of
               TWO MILLION FOUR HUNDRED NINETY THOUSAND THIRTEEN FRENCH FRANCS
               (FRF 4,490,013 ex-VAT), including SIX HUNDRED FIFTY-FIVE THOUSAND
               AND THIRTEEN FRENCH FRANCS (FRF 655,013 ex-VAT) for financial
               costs paid by the LESSEE, i.e. an assessment basis of ONE MILLION
               EIGHT HUNDRED THIRTY-FIVE FRENCH FRANCS (FRF 1,835,000) for land
               publication tax.

     b)   For the emolument of the Registrar, as applicable, the parties value:


                                     -102-

<PAGE>

          -    All cumulative years of rent, including value-added tax, at the
               sum of THREE MILLION TWO THOUSAND NINE HUNDRED FIFTY-FIVE FRENCH
               FRANCS (FRF 3,002,955 ex-VAT).

          -    The parties note that the residual price in consideration of
               which the sale will be consummated in favor of the LESSEE when
               the operation is settled, if the aforesaid sales undertaking is
               exercised, shall be ONE FRENCH FRANC (FRF 1).

     c)   For the land publication tax and for the emolument of the Registrar,
          as applicable, the parties value the charges incumbent on the LESSEE,
          which would be due to the LESSOR, at the sum of TWENTY-TWO THOUSAND
          TWENTY FRENCH FRANCS (FRF 22,020).

     The parties further specify that the amount of the complementary investment
     projected by the LESSOR under this amendment amounts to the net sum of ONE
     MILLION EIGHT HUNDRED THIRTY-FIVE FRENCH FRANCS (FRF 1,835,000 ex-VAT),
     i.e. including all taxes the sum of TWO MILLION TWO HUNDRED THIRTEEN
     THOUSAND AND TEN FRENCH FRANCS (FRF 2,213,010 including VAT) and further
     specify that, because of this amendment, the amount of the total investment
     projected by the LESSOR amounts to THIRTY-TWO MILLION EIGHT HUNDRED
     THIRTY-FIVE THOUSAND FRENCH FRANCS ex-VAT (FRF 32,835,000 ex-VAT), i.e.
     including all taxes the sum of THIRTY-NINE MILLION FIVE HUNDRED
     EIGHTY-THREE THOUSAND FIVE HUNDRED SIXTY FRENCH FRANCS (FRF 39,583,560
     including VAT).

                                     NOTICE

     Notice hereof shall be given wherever needed.

                               MISCELLANEOUS COSTS

     All costs, duties and emoluments connected with this amendment and all
     resulting or related costs shall be borne by the LESSEE, which so accepts.

                                                                  WHEREOF RECORD


                                     -103-

<PAGE>

Established on ___ pages. With the participation of Maitre Jean TARRADE,
associate notary in PARIS, counsel for NORBAIL IMMOBILIER, And with the
participation of Maitre Francis BERGERAULT, the aforesaid notary, counsel for
the LESSEE, After reading, the parties have signed with the undersigned
associate notary

This day,

NINETEEN HUNDRED NINETY-EIGHT


                                     -104-