Exhibit
10.1 (m)


 


 


Industrial
Property - Leasing Contract


 


between


 


FLUID
DESIGN S.r.l. located in Reggio Emilia, via Emilia All’Angelo 7,
tax code, VAT number and registration number from the Register of companies of
Reggio Emilia 01966800359, represented by Mr Eugenio Arduini, born in Reggio
Emilia the 11/10/1963 with residence in Albinea (RE), via Pareto 25, tax code
(C.F.): RDNGNE63R11H223F, as legal administrator with power of attorney,
consecutively indicated as the “Landlord”.


and


 


COMATROL
COMPONENTI APPARECCHIATURE TRASMISSIONI OLEODINAMICHE S.r.l. located in
Reggio Emilia, via Rinaldi nr. 111, tax code, VAT number and registration
number from the Register of Companies of Reggio Emilia 00509340352, represented
by Mr Mosè Natale Arduini, born in Albinea (RE) the 25/12/1931 with residence
in via Pareto 25, tax code (C.F.): RDNMNT31T25A162A, as legal representative
with power of attorney, consecutively indicated as the “Lessee”.


 


(jointly also the “Parties”)


 


granted that


 


·                  The “Landlord”
is the owner of the complete industrial property, with site in Reggio Emilia,
located in Roncocesi, via Rinaldi 111, constituted of industrial production and
office facility, consisting of ground floor and first floor, with courtyard and
exclusive property of 8572 m2 registered in the map
book at the land registry office in Reggio Emilia on page 42 with parcel
number 486 as well as at the NCT at the same municipality on page 1 —
urban and mixed area — page 42 parcel 486 indicating 85.72 m2 on the map — appendix
sub A to this contract in yellow colour (consecutively indicated as the “Complete
Estate”).


 


·                  The “Complete
Estate” is equipped with the following accessory systems also property of the “Landlord”:
elevator, plumbing and fire alarm;


 


·                  The “Lessee” is
interested in taking the location as a complete estate and using it for
industrial purposes


 


it has been agreed and stipulated the following:


 


1.               The prefaces
are part of the present agreement.


 


2.               Fluid Design
S.r.l. leases to Comatrol Componenti Apparecchiature Trasmissioni Oleodinamiche
S.r.l., who has accepted, the complete estate according to the conditions
foreseen in this agreement.


 


3.               The present
leasing agreement is valid for 6 (six) years starting from 01/10/2001 and is
renewed by tacit agreement by 6 (six) to 6 (six) years. The Landlord, may apply
according to art. 29 of the law 29 July 1978 n.392 (consecutively
indicated as “Law 392”) at the first expiry date, to not renew the present
contract, provided that the Lessee has been informed at least 12 months prior
to the expiry date in writing with registered letter. After 3 years from the 01/10/2001,
the Lessee has the right to withdraw from the contract at any moment, provided
that the Landlord has been informed in writing by registered letter with at
least 12 months notice. Remains intended, therefore, that the Lessee may send
the written communication from the 01/10/2003 to terminate the agreement and
the termination will only be effective from the 01/10/2004.


 


 


 


 

















 


 


4.               The amount of
the leasing agreement is set at 450.000.000 Lira (fourhundredandfiftymillion)
which is equal to 232.405,6 EUR
(twohundredandthirtytwothousandfourhundredandfivecommasix) annually plus VAT by
law (consecutively indicated as the “Rent”) to be paid quarterly anticipating a
payment of 112.500.000 Lira (onehundredandtwelvemillionandfivehundredthousand) which
is equal to 58.101,4 EUR (fiftyeightthousandonehundredandonecommafour) each
payment plus VAT by law on the first of October, the first of January, the
first of April and the first of July of each year. Payment of the
above mentioned amount needs to take place at the residence of the Landlord or
by means of direct payment into his bank account. The landlord will provide the
Lessee with these details.


 


5.               According to
the provisions of the law 392 art. 32 the Parties agree that from the starting
date of the leasing agreement, the Rent will be adjusted annually to maintain
the fluctuations of the Lira. The increase variations shall be equal to 75%
(seventyfive percent) according to those controlled by the ISTAT, the index of
the price of consumption per family of blue collar and white collar workers.
The first adjustment will become effective on the 1st October 2002
for the first year of the leasing agreement and so on consecutively.


 


6.               Remains
intended that if the Complete Estate will be enlarged, the monthly rent will
increase by an amount (determined by the present §. 6) per m2 with start date on the
first day of the subsequent month in which the Complete Estate will be
available to the Lessee to carry out his activities. The amount per month per m2 is to be added to the
Rent and is fixed at 92.160 Lira (ninetytwothousandonehundredandsixty) which is
equal to 47,60 EUR (fortysevencommasixty) — and needs to be adjusted
accordingly to maintain the fluctuations of the Lira from the date stipulated
in the present contract until the first day of the subsequent month in which
the new part of the Complete Estate will be available to the Lessee for his
activities. The increase variations will be equal to 100% (onehundred percent)
according to those controlled by the ISTAT, the index of the price of
consumption per family of blue collar and white collar workers. Remains
intended that the Rent, as increased according to the senses in this paragraph,
will be adjusted according to the senses in the preceding § 5.


 


7.               As guarantee of
the obligations premised in this agreement, the Lessee along with the date of
this leasing agreement has to pay a deposit of 112.500.000 Lira
(onehundredandtwelvemillionfivehundredthousand) which is equal to 58.101,4 EUR
(fiftyeightthousandonehundredandonecommafour), this sum is subject to interest
by law on a yearly basis, therefore this amount incl. interest will be returned
to the Lessee in case the leasing agreement is terminated.


 


8.               The premises of
the Complete Estate have been granted only for the use of industrial and
commercial activities by the Lessee, as better defined in the corporate
objectives, it is prohibited to sublease, partially assign or change the
intended use. Until then and as foreseen in the article 34, 35, 37 according to
the Law 392, the Lessee declares that the premises will only be used for
activities that have no direct contact with the public.


 


9.               The Landlord,
according to the article by law 1456 c.c., reserves the right to terminate the
present agreement due to non-fulfillment by the Lessee in the following cases:


 


a)              late payment by
more than 8 days, as agreed to the terms of payment in the preceding § 4;


 


b)             any change
related to the intended use of the premises as provided for in the preceding §
8 of this agreement;


 


In
case of the non-fulfillment of the agreement described in point a) above, and
the Landlord decides to not terminate the contract, the late payment of the
single installment of the Rent, as per the preceding § 4, will be subject to
interest which will be fixed and measured according to the legal increase of 5
points.


 


 


 

















 


10.         The Lessee
declares to have examined the premises object of this agreement and to have
found them suitable for proper use, in a good maintained state, free of defects
that can affect the health of those involved in the activities and is obliged
to return the premises in the same condition as found at the termination of
this agreement. The Lessee also declares that the systems that form part of the
Complete Estate correspond to the norms of the law.


 


11.         Any
modifications to the Complete Estate, apart from those already authorized and
not yet carried out at the moment of the stipulation of this agreement, need to
be pre-emptively authorized in writing by the Landlord. In all cases any
innovations, improvements or modifications remain property of and available to
the Landlord at the date of the termination of this relationship, without any
rights by the Lessee relative to reimbursement except for the fact if the
Landlord asks to have the Complete Estate returned into its original state at
the cost and the care of the Lessee. All costs related to ordinary maintenance
and management of the premises are the responsibility of the Lessee, as well as
extra ordinary maintenance of the systems and shutters, the Landlord only
retains responsibility of extra ordinary maintenance to the building.


 


12.         The Lessee will
keep the Landlord out of any responsibility with reference to damages directly
or indirectly caused by events or negligence of a third party.


 


13.         The Landlord
may inspect or have the Complete Estate inspected at any time, provided he has
informed the Lessee of this in writing beforehand.


 


14.         Except for the
content in the article 8 of the Law 392, all costs related to this agreement
and any future renewals, as well as the taxes, stamp duties, collection and
release expenses are the responsibility of the Lessee.


 


Appendix:


A — Map
of the Complete Estate


 


Read,
confirmed and undersigned


 


Reggio
Emilia, 2/10/2001


 


The
Landlord


FLUID
DESIGN SRL


Eugenio
Arduini


 


The
Lessee


COMATROL
SRL


Mosè
Natale Arduini


 


 

















 


APPENDIX to INDUSTRIAL PROPERTY - LEASE AGREEMENT


Undersigned the 02/10/2001


 


between


 


FLUID
DESIGN S.r.l. located in Reggio Emilia, via Emilia All’Angelo 7,
tax code, VAT number and registration number from the Register of companies of
Reggio Emilia 01966800359, represented by Mr Mosè Natale Arduini, born in
Albinea (RE) the 25/12/1931 with residence in via Pareto 25, tax code (C.F.):
RDNMNT31T25A162A, as legal representative with power of attorney, consecutively
indicated as the “Landlord”.


 


and


 


COMATROL
s.p.a. located in Reggio Emilia, via Rinaldi nr. 111, tax code, VAT number
and registration number from the Register of Companies of Reggio Emilia
00509340352, represented by Mr Ferruccio Colombo, born in Varese on the
28/11/1957 with residence in Reggio Emilia, viale Timavo 16, tax code (C.F.):
CLMFRC57S28L682L, in his role as Managing Director with power of attorney,
consecutively indicated as the “Lessee”.


(jointly also the “Parties”)


 


granted that


 


·                  Between the
parties exists a lease agreement of the Complete Estate used for industrial
purposes with site in Reggio Emilia, Location Roncocesi, via Rinaldi 111,
undersigned the 02/10/2001, consecutively indicated as the “Original Contract”;


 


·                  That the
Landlord has provided an expansion to the Complete Estate


 


·                  That in the
month of September 2003 this expansion has been made available and useable
to the Lessee


 


it has been agreed and stipulated the following:


 


1.               The prefaces
are part of the present agreement.


 


2.               According to §
6 of the Original Contract and starting from the 01/10/2003 the annual rent
will increase by 47,60 EUR per m(2) adjusted according to 100% of the
index ISTAT of the month of September 2003 in reference to the month of October 2001.


 


3.               The complete
surface of the expansion amounts to 2.329 m(2).


 


4.               The total rent
for the entire Complete Estate will be adjusted according to § 5 of the
Original Contract starting from the month of October 2004.


 


Read,
confirmed and undersigned


 


Reggio
Emilia, 01/10/2003


 


The
Landlord


FLUID
DESIGN SRL


/s/
Mosè Natale Arduini


 


The Lessee


COMATROL SPA


/s/ Ferruccio Colombo