Exhibit
10.1 (l)


REAL ESTATE PROPERTY LEASE AGREEMENT


 


This Agreement is made effective on the first of July 2007, by and
between E.S.M ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA, Private Legal Entity
registered under the CNPJ/MF
(National Directory of Legal Entities) n. 03.997.439/0001-29,  located in Caxias do
Sul and hereby represented by its Director ELISABEL SOGARI MANOZZO,
Brazilian, adult, married, Businesswoman, identified by her CPF(Tax Roll of Natural Persons) n. 235.770.030-34,  resident in Caxias do
Sul and who will henceforth be referred to as the LESSOR, hereinafter represented by her Real Estate Agent, Imobiliária Bassanesi  Ltda, Private
Legal Entity, located at Avenida Júlio de Castilhos
1393, Caxias do Sul, registered under the CNPJ/MF
(National Directory of Legal Entities) n. 89.278.683/0001-57, CRECI N. 592 and SAUER-DANFOSS HIDRÁULICA MOBIL LTDA, located
in Caxias do Sul, RS hereby represented by
its legal representatives Renata Beatris Reis, Brazilian, single, General
Manager, identified by her CPF(Tax Roll of
Natural Persons) n. 453.927.650-68 and Cleusa Teresinha Scariot, Brazilian,
divorced, Accountant, identified by her CPF(Tax Roll of
Natural Persons) n. 376.702550/72, both residents in Caxias do
Sul, henceforth referred to as LESSEE,
constitutes the final, complete, and integrated agreement to which LESSOR and
the LESSEE intend to be legally bound as follows:


 


The real estate property. The improvements. The
incorporation. The delivery terms:


 


Clause One:                                                                         The
LESSEE is the legitimate land owner of a real estate property of global area of
38,911.66 square meters, located in Bairro Interlagos,
lot 03, block n. 1962, in northern Caxias do Sul,
with its facade facing rua Domingos Chies,
approximately 81,30 meters distant from rua Francelino Henrique
Bernardino, registered by the n. 13.621,
in book 2 of the Registro de Imóveis da 1a Zona
(First Zone Real Estate Property Registration Office).


 


Paragraph:                                                                               On
part of the property, a brick, prefabricated building (or modular building),
with a total area of  approximately
8,450.00 square meters, shall be constructed for the operation of a Company,
offices, shop floor and other activities as the LESSEE finds necessary, in
conformance with project and descriptive records (memorial
descritivo), set forth by this Agreement and signed by the parties.


 


Clause Two:                                                                          The
building shall be constructed by the LESSOR to exclusively fulfill LESSEE’s
needs, in conformance with project submitted and jointly approved by the
parties, and which will be part of  this
Lease Agreement, building whose plans, drawings and descriptive records(memoriais) are signed by LESSEE as the it shall be used to
hold the company’s headquarters and its offices and industrial area.


 


Clause Three:                                                               The
construction shall commence on that date by which the project is approved and
license for such construction is issued by the legal applicable office, and
shall be finished within a period of seven (7) months, that is, by December 2007,
except for any cause beyond reasonable control of LESSOR (“Force Majeure”), in
which case,  term  may be prolonged for a period of time
equivalent to that in which the “Force Majeure” happened.


 


 


 


 

















 


 


Paragraph One:                                                        In
the event of an earlier completion of the building, than the term set forth in
the caput of this clause, the parties
mutually agree that the LESSEE shall occupy the building within forty-eight
(48) hours upon prior notice from LESSOR.


 


Paragraph Two:                                                         This
Agreement shall not be affected by any termination or by any compensation
clause in case the buildingis not delivered in the terms set forth herein,
provided that such delay is caused by any of the reasons above described. In
such case, LESSEE will be granted the lease terms as provided hereunder in
Clause Five, Paragraph Two of this Agreement.


 


Agreement terms. Rent. Periodicity. Increases in
rent. Default penalty fee:


 


Clause Four:                                                                      The
Term of this Agreement shall commence on the first of July, 2007 and end on the
first of July 2017.The Agreement shall be automatically renewed, for undetermined
term, unless and until LESSEE gives notice of termination. The same term and
conditions contained in this Agreement shall govern the Renewal Terms.


 


Clause Five:                                                                          Upon
execution of this Agreement, LESSEE shall pay rent for the leased property in
the amount of R$50.700,00 (fifty thousand and seven hundred reais), per month and by the fifth (5th) day of
the month subsequent to the month of occupation, through the bank assigned by
the LESSOR, or else, where LESSOR commands.


 


Paragraph One:                                                 Rent
shall be adjusted yearly, to reflect the increase, of the “IGP-M” (
Market General Price Index) of the Fundação Getúlio Vargas,
calculated in the period or, if such index has not been published, the “IPC/FIPE” (Consumer Price Index/Economical Research
Institute Foundation) or, if neither of the indexes referred above have been
published, rent shall be adjusted to reflect the highest legal applicable index
most recently published by the government. The “Adjustment Date” shall be the
first of June, 2008.


 


Paragraph Two:                                                         Whereas
the building shall be delivered to LESSEE as set forth in Clause Three and/or
Paragraph One of this Agreement, rent payment shall commence as soon as “LESSOR
delivers the key to LESSEE, that is, in case the building is delivered prior to
or after the agreed date, the parties agree that rent shall be paid from the
effective date of delivery of the building.


 


Paragraph Three:                                           The
non-fulfillment of any of the obligations contained in this contract will give
rise to the imposition and payment of the owed sum plus 1% (one percent) per
month of monetary correction, calculated by the index previously set forth in this
Clause Five, the I”IGP-M” (Market General Price
Index) of the Fundação Getúlio Vargas, 10%
default penalty  on the updated debt amount, as
well as 10% attorney fee on the total debt amount in the event of
administrative charge and 20% in the event of judicial


charges.


 


Paragraph Four:                                                 The
parties agree that after four years from the effective commencement date of
lease, rent shall be subject to revision in order to be adjusted to


 


 


 

















 


applicable market levels.


 


Lease charges:


 


Clause Six:                                                                              The
parties agree that, after the delivery of the building, which must be
appropriately concluded, LESSEE shall be responsible for the payment of
expenses regarding utilities such as: garbage, water and sewer charges, electricity,
fire insurance, taxes on building/property, street illumination taxes, bank
charge or any costs, and expenses arising out of or resulting from the
Operations and the Company’s use and occupation of the Leasehold Estate on the
property. Such expenses shall be paid on the applicable terms, regardless of
notification. The mere tolerance on the part of the LESSOR of payments made
after the due dates will not justify the modification of the established terms
of payment.


 


Purpose of lease:


 


Clause Seven:                                                                The
leased real estate property described in Clause One shall be solely used for
the installation of a Valves and Components Company and, subject to the
termination of this Agreement upon Agreement breach and legal infringement,


LESSEE shall not change purpose, lend or sub-locate, any part or all of
the leased property without prior consent of LESSOR.


 


Other lease terms:


 


Clause Eight:                                                                   While
LESSEE is making use of the premises, LESSEE shall keep the premises in its
pre-rental conditions at their own expenses, as set forth in the inspection
condition checklist, through the Addendum which shall be part of this Agreement.
Therefore, at the termination of this lease, LESSEE must restore the premises to
their condition at the beginning of the tenancy, especially concerning wall and
floor covering and finish, glasses, locks and keys, water piping, electrical
wiring, sewage piping


and painting. Reasonable wear and tear is expected.


 


Clause Nine:                                                                      Notwithstanding
any other provision set forth in this Agreement, LESSEE shall be held
accountant for any penalties or fines imposed by regulation offices due to
infringement of laws by their directors, agents, employees or third-party


contractors.


 


Clause Ten:                                                                           Due
to the occupier’s liability LESSEE shall hold under the terms of this
Agreement, LESSEE shall be liable for the costs incurred from the management of
the premises, being included costs of conservation, gardening, paving,
illumination and others, necessary for the keeping of the premises.


 


Penalties:


 


 

















 


Clause Eleven:                                                             All
parties agree that termination of this Agreement prior to termination date will
constitute breach of the tenancy and, regardless the reason, the party which
terminates the Agreement shall pay the other party ten percent (10%) of the
total amount of the rent.


 


Clause Twelve:                                                           In
the event that LESSEE cancels the business and LESSOR has already commenced the
construction, LESSEE shall be held liable for refunding the amount LESSOR has
spent, upon submission of applicable receipts, as the building will be
constructed exclusively to fulfill LESSEE’s needs.


 


Clause Thirteen:                                                In
addition to the reasons stated in this Agreement, or others hereunder
presented, or mentioned in the legal text: if company becomes insolvent or
files a petition for bankruptcy; if default is, at any time, made by LESSEE in
the payment of rent and charges, or any other obligations herein undertaken; if
leased premises are used for purposes other than the ones set forth in this
Agreement; if LESSEE does not respect neighbors rights, LESSOR may declare the
term of this Lease ended and terminated by giving LESSEE written notice.


 


Fire or casualty insurance:


 


Clause Fourteen:                                               The
parties agree that, in the event of fire or dispossession of the leased
property, the parties shall be entitled to terminate this Agreement.


 


Paragraph:                                                                               Subject
to the applicable legislation, the parties agree that LESSEE is entitled to pay
for the insurance premium hired by LESSOR, against fire, windstorms, against
loss or damage from any and all hazard. Such payment must be done in cash,
along with first rent installment.


 


Official summons and notifications:


 


Clause Fifteen:                                                          Any
official summons or notification, required or permitted under this Lease, shall
be deemed sufficiently given or served if sent by Brazil certified mail, return
receipt requested, or in the case of a Legal Entity, by means of facsimile, or
else, by the forms as anticipated by the Brazilian Civil Procedure Code (Código de Processo Civil) and applicable legislation.


 


Check-out inspection and submission of other
payment receipts:


 


Clause Sixteen:                                                       Upon
the termination of the lease, LESSEE must return keys and provide the real
estate agent with applicable official certificates stating that LESSOR has paid
off his obligations of water, land and property, thrash and illumination,


the paying off of insurance policy, in case payment has been made
directly to insurance company,  as well
as any other expenses incurred from LESSEE’s operations and the Company’s use
and occupation of the Leasehold Estate on the property.  Notwithstanding, LESSOR must, within 24 hours after returning keys, contact Imobiliária
Bassanesi Ltda (real estate agency), in case a new check-out
inspection needs to be carried out, so as to perform the necessary
repairs and restore the premises to their condition at the


 


 

















 


beginning of the tenancy,  being
the LESSEE aware that rent and applicable charges shall only cease when
premises are appropriately restored and the requirements herein stated have
been met.  


 


Clause Seventeen:                                         LESSOR
shall allow authorized people to access the premises in order to perform
repairs to neighboring buildings to which LESSOR may be causing damage, as well
as real estate agent in the event that leased property is sold.


 


Clause Eighteen:                                                If
there is a default with respect to any of LESSOR’s covenants, the regulations
of Lei n. 8.245/91 shall be applied, as
well as, all the applicable regulations.


 


Clause Nineteen:                                               This
Agreement will be governed by the laws of the city of Caxias do Sul, Estate of Rio Grande do Sul, Brazil.


 


IN WITNESS WHEREOF, the parties have executed this Lease as of the day
and year first above written.


 


 


	
  /s/ Elisabel Sogari Manozzo

  	
   

  	
  /s/ Jose Bassanesi

  
	
  E.S.M. Admn. E Participaçãoes Ltda

  	
   

  	
  Imobiliária Bassanesi Ltda

  
	
   

  	
  lessor

  	
   

  	
  realtor

  
	
   

  	
   

  	
   

  
	
  /s/ Renata Beatris Reis

  	
   

  	
   

  
	
  SAUER-DANFOSS Hidráulica Mobil Ltda — Lessee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESSESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Cleusa Teresinha Scariot

  	
   

  	
   

  
	
   

  	
  Cleusa Teresinha Scariot