**Exhibit 10.09**

 

 
| Geneviève ÉCHINARD |   |
|------------------------------|--------|
| Claude SÉGAUT           |   |
| Anne-Gaël PARRY-AVRIL   |   |
| *NOTARY PARTNERSHIP*         |   |
| 16, rue de Lorraine          |   |
| 21200 BEAUNE                 |   |

 

 

IN THE YEARTWO THOUSAND FOUR,

 

on the seventhof May,

 

theundersigned Ms. Geneviève ÉCHINARD, Esq., notary partner in the professional partnershipof “Geneviève ÉCHINARD and Claude SÉGAUT,” a licensed notary public firm inBEAUNE (Department of Côte-d’Or) at 16, rue de Lorraine,

 

RECEIVED thepresent original deed at the request of the parties named below that contains: BANKLOAN.

 

**IDENTIFICATION OF THE PARTIES**

 

For the sake ofsimplicity, in the following deed:

 

• the “**LENDER**”shall signify the BANK named below,

 

• the “**BORROWER**”shall signify the borrower or borrowers that, if there are more than one, shallalways act jointly,

 

• the “**PROPERTY**”****shall sigify the real estate properties and rights providedas colateral.

 

That said, inconsideration of the foregoing, the parties have entered into the agreement setforth herein.

 

**Lender**

 

BNP PARIBASS.A., with capital of €1,807,231,208.00,(1) legally domiciled in PARIS 09 (9thDistrict) at 16, boulevard des Italiens, registered under SIREN number 662 042449 in the Corporate Registry of Paris,

 

**Represented by:**

 

Ms. LaurenceGEORG, Notary Clerk, legally domiciled in BEAUNE (Department of Côte-d’Or) at16, rue de Lorraine,

 

by virtue ofthe powers that have been vested in her by Mr. Frédéric FOUSSAT and Mr.Christian BERTHOUZE, in accordance with the private deed signed and dated inDIJON on March 3, 2004, attached as an appendix hereinafter,

 

where Mr.FOUSSAT and Mr. BERTHOUZE are officially authorized to exercise all powers ofsubstitution under the terms of a power of attorney dated December 4, 2003,

 

**hereinaftercalled the “LENDER.”**

 

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(1) In this document, € means “euros” (EUR).

 

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**Borrower**

 

The companynamed ÉTABLISSEMENTS BOURGOGNE ET GRASSET,(2) a simplified joint-stock companywith capital of €8,000,000.00, legally headquartered in SAVIGNY-LÈS-BEAUNE(Department of Côte-d’Or), Industrial Park of BEAUNE-SAVIGNY in Champagne,registered under SIREN number 515 720 647 in the Corporate Registry of BEAUNE,

 

**said Company represented by:**

 

Ms. Anne-GaëlPARRY-AVRIL, Assistant Notary, legally domiciled in BEAUNE (Department ofCôte-d’Or) at 16, rue de Lorraine,

 

acting byvirtue of the powers vested in her by Mr. Rémi NICOLAS, Administrative andFinancial Director, legally domiciled at the headquarters of the companyÉTABLISSEMENTS BOURGOGNE ET GRASSET, pursuant to the power of attorney dated inBEAUNE on May 3, 2004, attached to a deed received by Ms. ÉCHINARD, Esq., thisday,

 

where Mr.NICOLAS himself is acting by virtue of the powers vested in him by Mr. GérardCHARLIER residing in PARIS (6) at 6, rue Mezière, pursuant to the power ofattorney dated in BEAUNE on April 14, 2004, attached to a deed received by Ms.ÉCHINARD, Esq., this day,

 

where Mr.CHARLIER himself is acting in his capacity as president of said Company and is exercisingall powers for the purpose of these presents by virtue of the articles ofincorporation,

 

**hereafterin the body of the deed called the “BORROWER.”**

 

The followinghas been set forth and agreed:

 

At the requestof the Borrower, the Bank grants it a CODEVI(3) RESOURCES LOAN in the amount of350,000 French francs (three hundred fifty thousand euros(4)), hereinaftercalled the LOAN, subject to the specific and general conditions below:

 

LOAN BY BNPPARIBAS

 

The “**LENDER**” grants to the “**BORROWER**,” whoaccepts a loan in the amount of THREE HUNDRED FIFTY THOUSAND EUROS(€350,000.00) for purposes of finanacing the expansion of an existing buildinglocated in SAVIGNY-LÈS-BEAUNE in the Industrial Park of BEAUNE-SAVIGNY, to wit:

 

• a CODEVI RESOURCES LOAN of THREEHUNDRED FIFTY THOUSAND EUROS (€350,000.00) with a repayment term of 84 monthsnot including the period of use, repayable in 84 monthly installments, each inthe amount of FOUR THOUSAND SEVEN HUNDRED NINETEEN EUROS AND NINETY-ONE CENTS(€4,719.91), at a rate of 3.60% per year, the first installment due on June 7,2004 and the last on May 7, 2011.

 

**SECTION I — SPECIFIC CONDITIONS**

 

**CHARACTERISTICS OF THE LOAN**

 

AMOUNT AND TERM OF THE LOAN:

 

Amount of theloan: €350,000 (three hundred fifty thousand euros)

 

Term of the loan:84 months (not including period of use)

 

OBJECT OF THE LOAN:

 

To finance aninvestment program according to the information and supporting documentationcommunicated beforehand to the Bank (expansion of an existing building locatedin 212000 BEAUNE, Industrial Park of BEAUNE-SAVIGNY).

 

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(2) Literally “Bourgogne and Grasset Companies.”

(3) Compte pour le développementindustriel, “Industrial Development Account.”

(4) Translator’s Note: the use of “francs” and “euros” in this sentenceis identical to the use in the source document.

 

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LOAN-TO-VALUE RATIOS:

 

100% of thepretax amount of the investment financed by means of the loan.

 

FORMS OF FULFILLMENT OF LOAN:

 

Subject to theprovisions of the Section “Conditions of use of the loan[”] below, the Bankwill fulfill the loan per written instructions from the Borrower and, on hisbehalf, by means of an electronic transfer direct-debited from a specialaccount and credited to the current account of the borrower on its books.

 

Proof offulfillment of the Loan and of its repayment will be made by writtennotification from the Bank.

 

The foregoingprovisions as well as those below provided for under the section “Conditions ofuse of the loan” only constitute obligations for which the Borrower is liable, whichobligations may be waived if the Bank consents to this without the Bankincurring any liability whatsoever toward anyone whatsoever, especially regardingany guarantee that cannot be invoked as a defense to escape its obligation.

 

CONDITIONS OF USE OF THE LOAN

 

The Borrowerwill be able to demand use of the loan only:

 

•after having obtained a top-level mortgage registration on the real estateproperty or properties listed below and after having proved via a real estatefinancial statement that shows that the said real estate property or propertiesis or are not the object of any sequestration or seizure, and after being freefrom any registered lien, or mortgage

 

•after putting in order guarantees in priority order if applicable and otherobligations that are listed below under the paragraph “Guarantees” of specificconditions,

 

•after having provided proof to the Bank that the operation has been executed bymeans of the latter’s personnel up to the percentage listed in the paragraph “Loan-to-valueratios,” pursuant to the legal and regulatory provisions as applicable,

 

•after having submitted the invoice or invoices relating to the foregoingfinanced investments upon request by the bank.

 

LOAN GUARANTEES

 

• Conventional top-priority mortgage ona real estate property belonging to the borrower located in the Industrial Parkof BEAUNE-SAVIGNY in 21200 BEAUNE.

 

FILING FEES

 

•  €450.00 (before tax), due and paid (includingall taxes) on the date that these presents are signed to the open account inthe name of the Borrower on the books of the Bank.

 

**FINANCIAL CONDITIONS**

 

INTEREST

 

Fixed rate of3.60% per year for the entire duration of the Loan.

 

REPAYMENT

 

Period of use

 

The period ofuse will have a maximum term of 6 months starting from these presents and willend on the date of the last use of the loan without it being necessary to reachthe end of the period.

 

If the loan isnot completely fulfilled at the latest by the end of the period of use definedabove, it will be reduced to the amount used, except for any extension of thisperiod granted by the bank.

 

During thisperiod, the borrower will be liable for interest deducted following the numericalmethod of 360 days per year with a month of 30 days, at the rate indicatedabove on the amount actually borrowed. This interest will be paid for the

 

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first time on the last work day of the monthduring which the first use will have taken place and then, starting from thisdate every month, on the last work day at the end of each period.

 

The determinationof the amounts due for this period will be accomplished on the final date ofuse.

 

Redemption period

 

Starting fromthe end of the period of use, the loan will be repayable in 84 equal monthlypayments of €4,719.91, each including a part of the principal as well as theinterest calculated at the aforesaid fixed rate on the outstanding amount dueafter each due date, and deducted following the numerical method of 360 daysper year with a month of 30 days.

 

The firstpayment will be made one month to the day after the end of the period of use,which will define the date of the other payments. A repayment table thatincludes the repayment schedule will be provided to the borrower by the bank.

 

EFFECTIVE BLANKET RATE

 

In order tosatisfy the provisions of Sections L-313.1 ff. of the Consumer Code, theparties specify for unique use of the Loan on the effective date of thesepresents, for example, that the Effective Blanket Rate of the Loan increasesevery year on the effective date of these presents by 3.841%, starting with amonthly actuarial rate of 0.320% and calculated following the proportionalmethod.

 

MOBILIZATION

 

The Bankreserves the right to mobilize funds resulting from the Loan under theconditions provided for in Sections L.313-36 through L.313-41 of the Monetaryand Financial Code (old Sections 25 ff. of Ordinance No. 67-838 of September28, 1967).

 

METHOD AND PLACE OF PAYMENT

 

When the duedate for an amount has arrived, the Borrower authorizes the Bank to debit theamount necessary to settle the payable amounts on behalf of the Borrower fromthe account or accounts then on its books. The present Loan is excluded fromany current account agreement.

 

All paymentsto be made by virtue of these presents will take place at the BEAUNE branch ofthe Bank, whose address in BEAUNE is at 26, place Carnot.

 

**GUARANTEES**

 

**MORTGAGEALLOCATION**

 

Under the assuranceand guarantee of repayment of the CODEVI RESOURCES LOAN and of the payment ofall interest, commissions, fees, and ancillary costs due on said loan, i.e. theamount of THREE HUNDRED FIFTY THOUSAND EUROS (€350,000.00) of principal,

 

and generally underthe guarantee of fulfillment of all obligations that may arise for the BORROWERof the present deed,

 

the saidBORROWER ALLOCATES AND MORTGAGES, with regard to BNP PARIBAS, as has beenaccepted by its representative, the real estate defined below, as it exists andall it includes, with all its outbuildings, all immovable property, all structures,expansions, and improvements that may be made thereto without any exception orreserve.

 

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**DEFINITION OF THE GUARANTEED PROPERTIES**

 

**Definitionof the property**

 

Buildings forindustrial use (workshops, offices, and land) located in SAVIGNY-LÈS-BEAUNE(Department of Côte-d’Or), Industrial Park of BEAUNE-SAVIGNY, listed in theland registry under the following references:

 

Section AVNumber 47 at 39, ROUTE DE BEAUNE with an area of 0 ha. 30 a. 62 ca.,

Section AVNumber 58 at 41, ROUTE DE BEAUNE with an area of 0 ha. 25 a. 35 ca.,

Section AVNumber 96 at 37, ROUTE DE BEAUNE with an area of 0 ha. 02 a. 18 ca.,

Section AVNumber 113 at 37, ROUTE DE BEAUNE with an area of 0 ha. 34 a. 05 ca.,

Section AVNumber 114 at 37, ROUTE DE BEAUNE with an area of 0 ha. 05 a. 60 ca.

 

To the extentthat the said property exists, continues, and has all its easements and appurtenanceswithout any exception or reserve.

 

**Registrationreferences**

 

In view of the applicationof the effect relative to registration in the land registry and pursuant to Article32-2 of Decree No. 55 1350 of October 14, 1955, the parties specify that thereal estate defined above belongs to the borrower, to wit:

 

**Number AV 47:**

 

• Deed received by Mr. LUSSIGNY, Esq., notaryin BEAUNE, on April 20, 1988, registered with the mortgage registry of BEAUNEon June 7, 1988, volume 6632, number 5.

 

**Number AV 58:**

 

• Deed received by Mr. THOMAS CROLET, notaryin CHAGNY, on October 15, 1996, registered with the mortgage registry of BEAUNEon November 5, 1996, volume 1996 P, number 4659.

 

**Number AV96 and number AV 113:**

 

•Deed received by Ms. ÉCHINARD, Esq., notary partner in BEAUNE, on this day,which will be registered with the mortgage registry of BEAUNE prior to orsimultaneously with these presents.

 

**Number AV114:**

 

•Deed received by Mr. THONY, Esq., notary in BESANÇON, on July 27, 1992,registered with the mortgage registry of BEAUNE on September 9, 1992, and onNovember 13, 1992, volume 1992 P, number 3631, having been the subject of a correctedcertification registered on November 13, 1992, volume 1992 P, number 4502.

 

**HISTORY OF THE PROPERTY**

 

The propertiesdefined above belong to the company ÉTABLISSEMENTS BOURGOGNE ET GRASSET, towit:

 

**Number AV47:**

 

For the asset acquiredfrom Mr. Michel GAUDILLÈRE, divorced husband of Ms. Jeanne GIRAL, residing inBEAUNE (Department of Côte-d’Or) at 6, place au Beurre, the deed having beenreceived by Mr. LUSSIGNY, Esq., notary in BEAUNE, on April 20, 1988,

 

thisacquisition took place for the principal price of ƒ300,000(5) paid in cash and isdocumented in the deed by means of a loan granted by Société Lyonnaise deBanque.(6)

 

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(5) In this document, ƒ means “French francs” (FRF).

(6) Literally, “Lyons Bank Corporation.”

 

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A copy of thisdeed was registered with the registry of mortgages of BEAUNE on June 7, 1988,volume 6632, number 5.

 

Previously, it belonged to Mr.GAUDILLÈRE as an asset which was acquired along with a larger plot fromSYNDICAT MIXTE D’AMÉNAGEMENT DE LA RÉGION BEAUNOISE(7) (SYMAB), legallydomiciled in BEAUNE, City Hall, this deed having been received by Mr. LUSSIGNY,Esq., on February 19, 1976.

 

Thisacquisition took place for a price paid in cash and documented in the deed.

 

Prior to this, the plot belonged toSYMAB by virtue of an expropriation order for public use issued by Mr.DOUVRELEUR, presiding judge of the Court of Expropriation, dated September 19,1968, after completing the formalities required by law and pursuant to an orderby the Prefect of the Department of Côte-d’Or, dated May 30, 1968, to develop aBEAUNE-SAVIGNY industrial park, from Mr. Édouard Alfred KRUCH, printer, and Ms.Marie-Berthe GEBHART, his wife, residing together in SÉLESTAT (Department ofBas-Rhin) on rue d’Orchwille.

 

This order waspublished pursuant to the law, notice thereof was given to Mr. and Mrs. KRUCHby registered letter with return receipt dated October 16, 1968, and registeredwith the registry of mortgages of BEAUNE on January 22, 1969, volume 4004,number 9.

 

This deedhaving been received by Mr. LUSSIGNY, Esq., on February 20, 1969, Mr. and Mrs.KRUCH declared that they would comply with the expropriation order andconsented in aid of SYMAB and of Société Bourguignonne d’Équipement UrbainSAEM,(8) legally domiciled in DIJON, at the mayor’s office, in support of whichthe parcels were declared assignable under the terms of the expropriationorder, of all abandonments and removals of property, on condition that theconditions are fulfilled and compensation is paid.

 

Thecompensation for expropriation was set at the amount of 594,000 francs, ofwhich 297,000 francs were paid in cash by Société Bourguignonne d’ÉquipementUrbain, and 148,500 francs that had been stipulated payable on May 31,1969, were paid by the same Company on June 20, 1969, everything as indicatedin the bookkeeping of Mr. LUSSIGNY, Esq.

 

With regard tothe latter fraction of 148,500 francs, it was stipulated payable on September30, 1969, in the Offices of Mr. LUSSIGNY, Esq.

 

With regard tothis deed, Mr. CARRIER, acting in his capacity as president of SYMAB, declaredthat he would cede the entirety of the property that had been the object of theexpropriation and of the foregoing compliance back to Société Bourguignonne d’ÉquipementUrbain, as well as the entirety of the payments made or to be made under thistransaction that must be made by Société Bourguignonne d’Équipement Urbain,which subsequently became the sole proprietor of the entirety of the realestate at issue.

 

This act ofcompliance containing the retrocession was recorded but was not the object ofany registration with the registry of mortgages.

 

• And according to the deed received byMr. LUSSIGNY, Esq. on September 26, 1969, subsequent to different modificationsmade in the construction projects in the industrial park, Société Bourguignonned’Équipement Urbain and SYMAB declared that they would purely and simplyterminate the retrocession stipulated in the deed of February 20, 1969, suchthat the expropriation order undertaken for the benefit of SYMAB remains validand that the entirety of the property becomes the property of SYMAB again.

 

This newretrocession was granted under all conditions of the expropriation order, andSYMAB personally assumed the liability for the last payment date due to Mr. andMrs. KRUCH.

 

Like thepreceding deed, this deed was recorded but was not the object of anyregistration with the registry of mortgages of BEAUNE.

 

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(7) Literally, “Joint Development Association of the Beaune Region.”

(8) Literally, “Burgundy Urban Public Works Public-Private LimitedLiability Company.”

 

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The last fractionof 148,000 francs of the expropriation compensation, which was due on September30, 1969, was paid to Mr. and Mrs. KRUCH on October 21, 1969.

 

**Number AV58:**

 

For the assetacquired from the company SCI VINISA, legally domiciled in BEAUNE in theBEAUNE-SAVIGNY Industrial Park, the deed having been received by Mr. THOMASCROLET, Esq., notary in CHAGNY, along with Ms. ÉCHINARD, Esq., notary partnerin BEAUNE, on October 15, 1996.

 

Thisacquisition took place for the principal price of ƒ550,000 paid in cash anddocumented in the deed.

 

A copy of thisdeed was registered with the registry of mortgages of BEAUNE on November 5,1996, volume 1996 P, number 4659.

 

Previously, it belonged to SCI VINISAsubsequent to the acquisition that it had made under the terms of a deedreceived by Mr. LAMY, Esq., notary in CHAGNY, on January 31, 1985, from thecompany MAISONS PHÉNIX S.A., legally domiciled in PARIS (8th District) at 5–7avenue Percier.

 

A copy of thisdeed was registered with the registry of mortgages of BEAUNE on April 9, 1985,volume 6193, number 3.

 

Prior to that

 

The partiesexpressly waived the requirement that the undersigned Notary list the priorownership, declaring that they want to refer to the information contained inthe deeds analyzed above.

 

**Number AV96 and Number AV 113:**

 

For the assetsacquired from the company SICOMAX in the context of a building lease loanagreement granted by the company BATICAL, the deed having been received by Ms.ÉCHINARD, Esq., notary partner in BEAUNE, on this day, for a price paid in cashand documented in the deed.

 

A copy of thisdeed will be registered with the registry of mortgages of BEAUNE prior to orsimultaneously with these presents.

 

Previously,

 

it belonged toSICOMAX subsequent to the investment that had been made in it by the companyBATICENTREST S.A.S.,(9) with capital of ƒ378,353,600 or €57,679,634, legallydomiciled in PARIS (8th District) at 29, rue Monceau, the deed having beenprivately signed in PARIS on May 23, 2001, approved on July 10, 2001, filed inthe records of Mr. JACQUIN, Esq., notary in PARIS, the deed of July 26, 2001having been registered with the registry of mortgages of BEAUNE.

 

Prior to that, it belonged toBATICENTREST subsequent to the investment made in it by the company BATICAL SociétéImmobilière pour le Commerce et l’Industrie S.A.,(10) legally headquartered inNANCY (Department of Meurthe-et-Moselle) at 109, boulevard d’Haussonville, thedeed having been privately signed in PARIS on December 14, 2000, approved onDecember 14, 2000, filed in the records of Ms. Dorothée BONTOUX, Esq., notaryin PARIS, on April 6, 2001, registered with the registry of mortgages of BEAUNEon May 18, 2001, volume 2001 P, number 2442.

 

Prior again to that, it belonged toBATICAL, to wit:

 

*•The parcel surveyed and registered as Section AV Number 113:*

 

This parcel isthe result of the division of the parcel surveyed and registered as Section AVNumber 97, previously surveyed and registered as A Number 733, the latterresulting from the division of the parcel surveyed and registered as Section ANumber 622.

 

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(9) Simplified joint-stock corporation.

(10) Literally “BATICAL Real Commercial and Industrial PropertySimplified Joint-Stock Corporation.”

 

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Subsequent tothe acquisition from Syndicat Mixte d’Aménagement de la Région Beaunoise(SYMAB) when it was surveyed and registered under Section A Number 622, underthe terms of a deed received by Mr. PRÉLOT, Esq., notary in BEAUNE, on February13, 1978, registered with the registry of mortgages of BEAUNE on February 21,1978, volume 5073, number 11.

 

*•The parcel surveyed and registered as Section AV Number 96:*

 

Subsequent toa deed of exchange between it and the company LA GRANDE CHAMPAGNE when it wassurveyed and registered under Section A Number 730 under the terms of a deedreceived by Mr. SÉGAUT, Esq., notary in BEAUNE, and Mr. THONY, notary inBESANÇON, on December 13, 18, and 29, 1989, registered with the registry ofmortgages of BEAUNE on February 27 and April 12, 1990, volume 1990 P, number854, having been the object of a corrected certification registered on April12, 1990, volume 1990 P, number 1521.

 

Prior again to that

 

The partiesexpressly waive the requirement that the undersigned notary list here the priorownership of the property, declaring that they want to refer to that which is containedin the deeds analyzed above.

 

**Number AV114:**

 

For the assetacquired from the company BATICAL-SICOMI, legally domiciled in NANCY at 109,boulevard d’Haussonville, the deed having been received by Mr. THONY, Esq.,notary in BESANÇON, on July 27, 1992.

 

Thisacquisition took place for the principal price of ƒ14,240.80 paid in cash anddocumented in the deed.

 

A copy of thisdeed was registered with the registry of mortgages of BEAUNE on September 9,1992, and on November 13, 1992, volume 1992 P, number 3631, having been theobject of a corrected certification registered on November 13, 1992, volume1992 P, number 4502.

 

Prior to that, it belonged to thecompany BATICAL, to wit:

 

*• One part* subsequent to theacquisition from Syndicat Mixte d’Aménagement de la Région Beaunoise (SYMAB)under the terms of a deed received by Mr. PRÉLOT, notary in BEAUNE, on February13, 1978, registered with the registry of mortgages of BEAUNE on February 21,1978, volume 5073, number 11.

 

*• One part* subsequent to a certificateof exchange between it and the company LA GRANDE CHAMPAGNE under the terms of adeed received by Mr. SÉGAUT, notary in BEAUNE, and Mr. THONY, notary inBESANÇON, on December 31, 18, and 29, 1989, registered with the registry ofmortgages of BEAUNE on February 27 and April 12, 1990, volume 1990 P, number864, having been the object of a corrected certification registered on April12, 1990, volume 1990 P, number 1521.

 

Prior again to that

 

The partiesexpressly waive the requirement that the undersigned notary list here the priorownership of the property, declaring that they will to refer to that which is containedin the deeds analyzed above.

 

**REGISTRATIONS**

 

**Termof registrations**

 

By expressagreement between the parties and pursuant to Section 2154 of the Civil Code, aconventional mortgage registration to be applicable by virtue of these presentsfor the benefit of the LENDER will be in force until the expiration of a periodof two years starting from the final payment date of the loan, to wit:

 

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**Conventionalmortgage registration**

 

as securityfor the CODEVI RESOURCES LOAN for an amount of THREE HUNDRED FIFTY THOUSANDEUROS (€350,000.00).

 

In effectuntil May 7, 2013.

 

**INSURANCE**

 

**Fireinsurance**

 

The “**BORROWER**” must insure the building that is the object of theloan, as well as any other building offered as collateral, against fire for anamount at least equal to their value with an officially authorized Company.

 

To this end,the borrower specifies that the properties have been insured, to wit:

 
| COMPANY       | ZURICH                              |
|---------------|-------------------------------------|
| Office        | HENRY 22, rue Gandelot 21200 BEAUNE |
|          |                                |
| Policy number | 08597100 Z                          |

 

**SECTION II — GENERAL CONDITIONS**

 

ARTICLE – BORROWER DECLARATIONS

 

On the date ofthese presents, the borrower declares and guarantees:

 

•that it is an officially incorporated company, that it has the authority tolegitimately conclude the present agreement and to fulfill all obligations thatarise therefrom, specifically that its signature, and if applicable thesignature of the guarantors, were duly authorized in the legally and/or statutorilyrequired manner.

 

•that the commitments arising from these presents, if applicable from the assurancespertaining thereto, do not conflict in any way with any obligation, anycontractual provision, any regulation, or other [obligation] that may beapplicable thereto or that may encumber it.

 

•that the financial documents submitted to the bank for the needs of thesepresents are exact, that they were drawn up following the best accountingpractices in France and that they provide a faithful picture of its assets, itsliabilities, and its earnings for each tax year.

 

•that there has been no event, specifically of a legal, financial, or commercialnature that, as of the closing date of its last tax year, is likely to have adisadvantageous effect with regard to its business activity, its property, itseconomic situation, or its profitability and that was not brought to theattention of the bank prior to the conclusion of these presents.

 

•that no instance, action, trial, or administrative procedure is under way or,to the best of its knowledge, is not on the verge of being initiated, toprohibit or impede the signature or fulfillment of these presents or that mayhave significant disadvantageous consequences on its business activity, itsassets, or on its financial situation.

 

•that its assets have been legitimately insured for a value at least equal totheir reconstruction and/or replacement cost with an insurance company known tobe solvent.

 

•that it is up to date in its payments with regard to its salaried employees,tax administration, social security, and child allowances.

 

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ARTICLE – NOTIFICATIONS TO BEMADE TO THE BANK

 

For the entireduration of the fulfillment of these presents, the borrower will have to:

 

• submitto the bank, as soon as they have been drawn up and no later than three monthsfrom the close of each tax year, the certified copies of its annual financialstatements, profit and loss statements, as well as all documents required bylaw or by applicable regulation, accompanied by the reports by the externalauditors.

 

•submit to the bank, no later than three months from the close of each tax year,the copy of its tax packages, certified by its manager,

 

•address to the bank, as soon as they have been drawn up, the minutes of itsordinary and/or extraordinary meetings, as well as all documents relating toits future management plans.

 

•inform the bank within a maximum period of fifteen calendar days from theconstituent event, of all legal actions that involve it as well as of any eventwhich may diminish the economic or legal value of the guarantees that it hasbeen or will be possible to give the bank or to significantly affect the valueof its property or increase the size of its liabilities toward third parties orto otherwise seriously affect its ability to repay the loan,

 

• tocommunicate to the bank, upon first request by it, all information regardingits economic, accounting, financial, or legal situation that the bank may reasonablydemand,

 

• toinform the bank of all projects relating to a significant change in its shareholders,specifically resulting in giving control to a new Company or a new group,

 

• toinform the bank immediately of any facts, events, or circumstances which mayconstitute any one of the cases listed above under the section “Anticipatedliabilities.”

 

ARTICLE –BORROWER OBLIGATIONS

 

Inasmuch asthe Borrower will be liable as a debtor by virtue of these presents, it willnot be possible without at least prior written approval by the Bank:

 

• to dispose of, mortgage, remit forpayment of the debt, lease, or assign all or part of its real property to athird party,

 

• to dispose of, remit to collateral, orleave to management any commercial funds or the material dependent thereon,where this prohibition implies, with regard to the new material likely to bedependent on the funds, a prohibition on remission to collateral under terms ofSections L-525.1 ff. of the New Commercial Code,

 

• to contract the debts whose cumulativeliabilities together with its current loans may risk exceeding its ability torepay,

 

• to do anything whatsoever that maychange the value of all properties used as security, if applicable to changetheir nature or their purpose, or to rent them out. However, in the event theBank has given authorization to rent them out, the Borrower is prohibited fromgranting any receipt or cession of rent not due unless this relates to rentpaid in advance, based on usage, as charged for the last three or sixth monthsof use,

 

all of theforegoing being subject to the application of the penalties in the section “Anticipatedliabilities.”

 

ARTICLE –ADDITIONAL OBLIGATIONS OF THE BORROWER

 

Similarly, forthe entire duration of the fulfillment of these presents, the borrower isobligated, without having received the prior agreement from the bank:

 

•not to surrender all or part of its assets except in the context of its normalongoing management,

 

•not to carry out transactions of any type whatsoever with companies orenterprises that are under its control as defined by Section L 233-3 of theCommercial Code (previous Section 355-1 of the Act of July 24, 1966), whichhave not been fulfilled under the normal conditions of a contract.

 

10

----

 

ARTICLE – PREPAYMENT

 

The Borrower mayprepay the present Loan in whole or in part at any time, and a partial prepaymentwill have to be at least equal to 10% of the initial amount of the loan unlessit does not relate to its outstanding balance, and subject to advance notice ofone month by registered letter with return receipt to the branch of the Bankwhere the present Loan is handled.

 

The Bank willthus collect a payable amount on the day that the prepayment takes effectcorresponding to two months of interest per remaining year  of the loan at the date of prepayment,calculated at the original contract rate on the amount of said prepayment.

 

As jointlyagreed, this amount will be determined based on the following formula:

 

(m / 12)  ́ (i / 12)  ́ 2  ́ RA

 

where m = the number of remaining months atthe date of prepayment

 

where i = the annual interest rate on the originalloan (if applicable, including group insurance)

 

where RA = the outstanding principal due onthe date of prepayment if this is a total prepayment or if the amount prepaid constitutesa partial prepayment.

 

A minimum amount collected is set at €320.00.

 

Any prepayment will be considered to be finaland cannot be applied to new uses. Furthermore, any partial prepayment will bededucted from the most distant due date.

 

ARTICLE –ANTICIPATED LIABILITIES

 

The entiretyof the amounts due in principal, interest, fees, and ancillary fees for thesepresents will become payable immediately, and it will not be possible make anyother claims from the bank in case of legal liquidation, cessation of businessactivity by the borrower, as well as in all cases of forfeiture of the termprovided for by law.

 

Similarly, nouse can be reclaimed from the Bank and/or the Bank can call in the Loan early,fifteen days after notification of the Borrower by registered letter withreturn receipt without need for any legal formality in any one of the followingcases:

 

• in case of nonpayment of any payable amountby the due date,

 

• in case of seriously reprehensiblebehavior by the Borrower, for example in the event that its situation proves tobe irreparably compromised as defined by Section L.313-12 of the Monetary andFinancial Code,

 

• in the event that any one of thedeclarations made by the Borrower under the terms of these presents or anywritten certification by an authorized representative of the Borrower for thepurposes of these presents is revealed to have been inaccurate at the time itwas made or reiterated or ceases to be accurate at a substantive point in time,

 

• in case of merger, split, out-of-courtliquidation or dissolution of the Borrower,

 

• in the event that the Borrower’senterprise is assigned in the context of out-of-court or collectiveproceedings,

 

• in the event that the legal status ofthe Borrower or its business purpose changes, or if it moves its legal domicileoutside of metropolitan(11) France, without the agreement of the Bank,

 

• in the event that the interest andcommissions on the Loan become subject to a levy or a tax of any kind to whichthey are not currently subject, unless the Borrower pays this tax such thatthere is nothing for the Bank to incur with regard to this,

 

• if payment of an amount due by theBorrower to any entity whatsoever is not made on time, specifically payment ofcontributions, taxes, social insurance contributions, and others and that mayincur obviously harmful consequences on the proper repayment of the Loan,

 

----

(11) The expression “metropolitan France” refers to all integral territoriesof France, including all overseas departments.

 

11

----

 

• in the event that the nature,capacity, or property of the Borrower, as well as its legal, financial,industrial, or commercial structure are substantively changed without expressapproval by the Bank,

 

• in case of an imposition of a fine onthe Borrower or on one of the Guarantors, declared to the Bank of France,

 

• in case of noncompliance, fraudulentdeclaration, or nonfulfillment by the Borrower, by one of the Guarantors, or byany other guarantor concerning any obligation incumbent on them under the termsof the present deed or under any guarantee or amendment that is a result  or consequence thereof,

 

• in the event that, for any reason whatsoever,the Bank is unable to legitimately register the conventional mortgage on eachof the properties defined above as agreed to above, without any constraint,

 

• in case of seizure, out-of-court orcourt-ordered sale, or transfer of property in any manner whatsoever, regardlessof the building or of any one of the properties mortgaged above, as well as incase of total or partial destruction of the said properties by fire.

 

The amountsthat have thereby become payable as well as any amount that has not been paidon its normal or prepayment date and all fees and outlays that will be advancedby the Bank under the present Loan will all incur interest calculated at the initiallyapplicable rate of the Loan, increasing by 3% per year.

 

Thisstipulation cannot prejudice the current liabilities that have arisen and, as aresult, cannot be considered to constitute an agreement to delay the payment.The interest will be compounded if it is due for a whole year, pursuant toSection 1154 of the Civil Code.

 

ARTICLE – INSURANCE OF THE MORTGAGED PROPERTY OR PROPERTIES

 

To the extentthat the borrower is a debtor by virtue of these presents, the above buildingsas well as the immovable property used as collateral must be insured against allinsurable risk of destruction for an amount equal to their reconstruction valueor their replacement cost or their monetary value.

 

This amountmust be increased if the bank so requests, specifically to avoid risks that mayresult from applying the proportional rule. If there is no agreement, theamount will be determined by experts.

 

The borroweris obligated for the duration of these presents to provide annual proof to thebank of the existence of such insurance as well as of the payment of thepremiums or contributions pertaining thereto and to notify the latter in theevent that the policy insuring these physical elements is cancelled.

 

If thesevarious obligations are not fulfilled, the bank may, at its discretion, eitherinsure the mortgaged properties itself up to the established amount with one orseveral companies of its choosing at the expense of the borrower or take actionagainst the latter as described in the section “Anticipated liability.”

 

Notice ofthese presents will be provided to the insurance company by registered letterwith return receipt for purposes of opposition as provided in paragraph 2 ofSection L 121-13 of the Insurance Code by the editing notary.

 

In his or hercapacity as a preferred creditor pursuant to the provisions of paragraph 1 ofSection L 121-13 cited above, the bank will enjoy the rights of the borrower regardinginsurance-related indemnities with respect to this insurance company.

 

In the eventof total or partial damage, the amounts due from the company under the terms ofthe aforesaid policy will as of now be awarded to the bank, which will be ableto collect them without the help and without the presence of the borrower up toits debt in terms of principal, interest, fees, and ancillary fees, based onthe evaluation it presents.

 

If the bank hascollected too much, the borrower will have recourse against it, but it will nothave any recourse against the company that has been legitimately released bythe payments rendered under the conditions provided for above.

 

12

----

 

ARTICLE –COMMUNICATION

 

Allnotifications, communications, or requests that must be made in fulfillment ofthese presents must be made by mail.

 

Under certaincircumstances and on express request by the borrower, the bank may accept communicationsor requests made by telephone, telex, or fax on condition that they areconfirmed by mail.

 

Allcommunications or requests that must be made and all documents that must be deliveredby one of the parties to the other in fulfillment of these presents will bemade and delivered:

 

• concerningthe borrower, to: the company ÉTABLISSEMENTS BOURGOGNE ET GRASSET, address ZI(12)BEAUNE-SAVIGNY / 21420 SAVIGNY-LÈS-BEAUNE,

 

• concerningthe bank, to: BNP PARIBAS Agence(13) BEAUNE 26, place Carnot 21200 BEAUNE.

 

ARTICLE –MISCELLANEOUS FEES AND DUES THAT ARE THE RESPONSIBILITY OF THE BORROWER

 

The Borrowerwill incur all fees, rights (rights of registration, stamp fees, etc.) andprofessional fees relating to the present deed as well as to the arrangementsof the guarantees, if applicable, and to their renewal, and to providinginformation to the creditors, if applicable, and, in general, to all individualsor entities that are related to the present deed or that are the result or consequencethereof, including all advances for registration fees for establishedguarantees, as well as the remunerations and fees that may be due for changesthat may be made to these presents.

 

Furthermore,all dues or taxes of any kind, present or future, on the interest or principalamounts that may be due by the Borrower will be its responsibility, includingthose for which the Bank is the lawful debtor.

 

In the eventthat the Bank provides a court order or allotment to recover its claim, it willhave the right to a fixed indemnity set at 3% on the amount claimed.

 

ARTICLE - ALLOCATION OF PAYMENTS 

 

By expressed convention, it isagreed and  accepted by the Borrower thatany partial payment will be charged in order of priority against expenses andsecondary costs, then against allowances, then againsgt post-maturity interest,then comissions, then against conventional interest, lastly against theprincipal.

 

ARTICLE – GUARANTEES – NOVATION

 

The guaranteesgranted do not in any way whatsoever prejudice the rights and actions of theBank, and they cannot in any way whatsoever affect the nature and scope of allobligations and all real or personal guarantees that have been or will beprovided or contracted either by the Borrower or by any third parties, but theyare in addition to these.

 

ARTICLE –CESSION, TRANSFER OF RIGHTS

 

The borrowermay not cede or transfer any right or obligation that results from thesepresents without the prior written approval of the bank.

 

The bank maycede or transfer all or part of its rights and obligations with regard to thepresent agreement to any bank or credit institution of its choice.

 

ARTICLE –EXERCISE OF RIGHTS – RENUNCIATION

 

All rightsconferred upon the Bank or upon the Borrower by these presents or by any otherdocument delivered in fulfillment or as a result of these presents, such asrights arising under law, are cumulative and may be exercised at any time.

 

The fact thatthe Bank or the Borrower has not exercised a right or delays in exercising itcan never be considered to be a renunciation of this right, and the exercise ofa any one right or its partial exercise cannot impede the Bank or the Borrowerfrom exercising it again or in the future or from exercising any other right.

 

ARTICLE – INFORMATIONALPRIVACY AND RIGHTS – AUTHORIZATION TO COMMUNICATE INFORMATION

 

It isobligatory that personal information collected in the present deed be provided.It will be the subject of outside communications only for purposes ofmanagement necessities or to satisfy legal or regulatory

 

----

(12) Zone industrielle, “IndustrialPark.”

(13) “Branch.”

 

13

----

 

obligations. They may give rise to theexercise of rights for access and correction under the conditions of Act No.78-17 of January 6, 1978, relating to Data Processing, Computer Files, andRights, by letter addressed to Centre de Relation Clients(14) BNP PARIBAS GSCOFFRCA 1 75540 PARIS CÉDÉX 09.

 

The Borroweras well as the Guarantor, if applicable, expressly authorize the Bank tocommunicate information concerning them to service providers involved in thehandling of transactions relating to these presents, specifically to all thirdparties responsible for recovery or to any company of the BNP PARIBAS group in theevent that resources are shared with mutual security companies or financialguarantee or refinancing institutions that are involved in this transaction, aswell as with their directly authorized representatives to which theseinstitutions may have recourse, specifically to monitor and collect the loanthat is the object of these presents. Furthermore, they may be used forcommercial bids.

 

**FEES**

 

All fees, dues,and professional fees of these presents and their effects, including the cost ofexecutory copies for the “**LENDER**,” and,if applicable, the cost for all registration renewals, will be paid for andcovered by the “**BORROWER**,” which is thusobligated.

 

**POWERS**

 

In order tocarry out the formalities of property registration, the parties, each acting intheir common interest, assign all necessary powers to any clerk of the notaryoffice specified at the start of these presents for the purpose of drawing upand signing all additional or corrected deeds so as to bring the present deedinto conformity with the mortgage, land registry, or public records documents.

 

**CHOICE OF LEGAL DOMICILE**

 

To fulfillthese presents and their effects, the following legal domiciles have beenchosen:

 

• for the BORROWER: its legal domicile,

 

• for the LENDER: its branch in BEAUNE.

 

The partiesexpressly grant competence to the court in the jurisdiction in which the branchthat is managing the transaction is located.

 

Especiallywith regard to the formalities of property registration and others and thereturn of the documents, the parties choose the legal domicile at the notaryoffice of the undersigned notary.

 

**IN WITNESS WHEREOF**

Including:

• Pages: 14

• References: 0

• White marked out: 0

• Whole line marked out: 0

• Deleted numbers: 0

• Deleted words: 0

 

And after thesepresents have been read, the parties certified, each with regard to that whichinvolves it, the declarations included in the present deed to be accurate, andthe undersigned notary then gathered the signatures of the parties and signedhim or herself.

 

DONE in theoffice of the undersigned notary, on the aforesaid day in the aforesaid monthin the aforesaid year.

 
|        | [signature] | [signature] | **REGISTRATION FEE**

**PAID:**€75.00 |
|-------------|-------------|-------------|--------------------------------------------|
|        |        |        |
| [signature] |        |        |

 

----

(14) “Customer RelationsCenter.”

 

14

----

 

 

POWER OF ATTORNEY

 

(Signature of Loan Documents)

 

BNP PARIBAS S.A. with capital of€1,790,347,678, legally domiciled in Paris at 16, boulevard des Italiens,registered in the Commercial and Corporate Registry of Paris under number B 662042 449, said Banque Nationale de Paris (BNP) represented by:

 

**Mr. Frédéric FOUSSAT     and     Mr.Christian BERTHOUZE**

 

duly authorized for this purpose, with thepower of substitution, under the terms of a power of attorney dated

 

**December 4, 2003,**

 

hereby establishes by means these presents infavor of its authorized representative, Ms. GEORG, notary clerk to whom itgives authority, in its favor and on its behalf:

 

To agree to a deed that will shortly besigned before:

 
|                      | ** **                                 | Appended to the record of a deed received  by the undersigned notary partner on May 7, 2004. |
|---------------------------|--------------------------------------------|----------------------------------------------------------------------------------------------|
|                      | **Ms. ÉCHINARD, Esq.**                |
|                      | **Notary**                                 |
|                      | **16, rue de Lorraine**                    |
|                      | **21200 BEAUNE**                           |                                                                                         |
|                      |                                       |                                                                                         |
| under the terms of which: | **SOCIÉTÉ BOURGOGNE ET GRASSET** | [signature]                                                                                  |
|                      | **ZI BEAUNE-SAVIGNY**                      |                                                                                         |
|                      | **21420 SAVIGNY-LÈS-BEAUNE**          |                                                                                         |

 

acknowledge(s) that they are (it is) a debtorof BNP PARIBAS for an amount of:

 

**€350,000.00 (three hundred fifty thousand euros)**

 

whose purpose it is to finance:

 

To set all clauses and conditions, especiallythose relating to the repayment and the remuneration of the loan.

 

To provide and request all proofs, to requestand accept all movable and immovable guarantees, especially all mortgageallocations, all securities for all business, all top-level lender priorities,all subrogations in the seller’s priority, to consent to any cession ofprecedence, to accept any stipulation of preference.

 

To call for the fulfillment of allformalities, to endorse and sign all deeds, registries, and documents of anytime, to choose legal domicile, and to generally do that which is necessary.

 

**Done at DIJON, March 3, 2004**

 

Signed

 
|   | Mr. Frédéric FOUSSAT |   | Mr. Christian BERTHOUZE |
|--------|--------------------------------|--------|-------------------------|
|   |                           |   |
|   | [signature]                    |   | [signature]             |   |
|   |                           |   | (ST 704)                |
|        |                                |        |                         |  |  |  |

 

BNP PARIBAS S.A., with capital of€1,806,343,230 – Headquarters: 16, boulevard des Italiens / 75009 Paris

 

Registered under no. 662 042 449 Registry ofCorporations of Paris – CE Identifier FR 76662042449 • 3615 BNP PARIBAS •www.bnpparibas.com

 

----

 
|  | **REPAYMENT PLAN** |
|--|--------------------|

 
| **BRANCH:  BEAUNE**         |                      |
|-----------------------------|---------------------------|
|                        |                      |
| 26, place  Carnot           |                      |
| 21200 BEAUNE                | **00412  00413**          |
|                        | **ÉTABLISSEMENTS**   |
| Tel.: 0 820  82 00 01       | **BOURGOGNE  ET GRASSET** |
| Fax: 03 80  25 04 45        | ** **                |
|                        | **BEAUNE-SAVIGNY**        |
|                        | **INDUSTRIAL  PARK**      |
| **Headquarters**            | ** **                |
| Branch  BEAUNE (00413)      | **21200  BEAUNE**         |
|                        |                      |
| Account:  00413 00060561671 |                      |

 

May 18, 2004

 

**Subject:Reallocation of your loan, outstanding term: 84 MONTHS**

** **
| **LOAN CHARACTERISTICS**      |
|-------------------------------|
|                          |   |   |   |   |
| CODEVI  RESOURCES LOAN        | LOAN AMOUNT: | 350,000.00 | EUR | MONTHLY  AMORTIZATION |
| CURRENT  NOMINAL RATE: 3.600% | DEBT DUE: | 350,000.00 | EUR | AT END OF  PERIOD |
|                          | EQUIVALENT  IN FRF (1): | 2,295,849.50 | FRF |   |
| RATE TYPE:  FIXED RATE        | OUTSTANDING  TERM: | 84 MONTHS |   |   |
|                          |   |   |   |   |

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JUN 2004                                |       | 4,719.91              |       | 1,050.00     |       | 0.00          |       | 3,669.91            |       | 0.00                  |       | 348,330.09                |       | 348,330.09          |       |
| 7 JUL 2004                                |       | 4,719.91              |       | 1,038.98     |       | 0.00          |       | 3,680.92            |       | 0.00                  |       | 342,649.17                |       | 342,649.17          |       |
| 7 AUG 2004                                |       | 4,719.91              |       | 1,027.95     |       | 0.00          |       | 3,691.96            |       | 0.00                  |       | 338,957.21                |       | 338,957.21          |       |
| 7 AUG 2004                                |       | 4,719.91              |       | 1,016.87     |       | 0.00          |       | 3,703.04            |       | 0.00                  |       | 335,254.17                |       | 335,254.17          |       |
| 7 OCT 2004                                |       | 4,719.91              |       | 1,005.76     |       | 0.00          |       | 3,714.15            |       | 0.00                  |       | 331,540.02                |       | 331,540.02          |       |
| 7 NOV 2004                                |       | 4,719.91              |       | 994.62       |       | 0.00          |       | 3,725.29            |       | 0.00                  |       | 327,814.73                |       | 321,814.73          |       |
| 7 DEC 2004                                |       | 4,719.91              |       | 963.44       |       | 0.00          |       | 3,736.47            |       | 0.00                  |       | 324,078.25                |       | 324,078.25          |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **7,117.63**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) |       | 46,688.59             |       |

 
| **DATE**   | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|       |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2005 |       | 4,719.91              |       | 972.23       |       | 0.00          |       | 3,747.68            |       | 0.00                  |       | 320,330.58                |       | 320,330.58          |       |
| 7 FEB 2005 |       | 4,719.91              |       | 960.99       |       | 0.00          |       | 3,758.92            |       | 0.00                  |       | 316,571.68                |       | 316,571.68          |       |
| 7 MAR 2005 |       | 4,719.91              |       | 949.71       |       | 0.00          |       | 3,770.20            |       | 0.00                  |       | 312,801.46                |       | 312,801.46          |       |
| 7 APR 2005 |       | 4,719.91              |       | 938.40       |       | 0.00          |       | 3,781.51            |       | 0.00                  |       | 309,019.95                |       | 309,019.95          |       |

 

----

*(1) Forinformation purposes, based on ƒ6.55957 francs per €1.*

 
| 0801269 |   | GCEP1                                                                                                                                                     |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                      |
|    |   | BNP PARIBAS S.A., with capital of €1,806,343,230 – Headquarters: 16,  boulevard des Italiens / 75009 Paris                                      |
|    |   |                                                                                                                                                      |
|    |   | Registered under no. 662 042 449 Registry of Corporations of Paris –  CE Identifier FR 76662042449 • 3615 BNP PARIBAS • www.bnpparibas.com |

 

1

----

 
| **DATE**                                  |   | **DEDUCTION  AMOUNT** |   | **INTEREST** |   | **INSURANCE** |   | **DEBT  RECOVERED** |   | **CHARGES  REPORTED** |   | **REMAINING  CAPITAL OF** |   | **BANK  LIABILITY** |   |
|-------------------------------------------|--------|-----------------------|--------|--------------|--------|---------------|--------|---------------------|--------|-----------------------|--------|---------------------------|--------|---------------------|--------|
|                                      |   |                  |   |         |   |          |   |                |   |                  |   |                      |   |                |   |
| 7 MAY 2005                                |   | 4,719.91              |   | 927.06       |   | 0.00          |   | 3,792.85            |   | 0.00                  |   | 305,227.10                |   | 305,227.10          |   |
| 7 JUN 2005                                |   | 4,719.91              |   | 915.68       |   | 0,00          |   | 3,804.23            |   | 0.00                  |   | 301.422,87                |   | 301,422.87          |   |
| 7 JUL 2005                                |   | 4,719.91              |   | 904.27       |   | 0.00          |   | 3,815.84            |   | 0.00                  |   | 297,607.23                |   | 297,607.23          |   |
| 7 AUG 2005                                |   | 4,719.91              |   | 892.82       |   | 0.00          |   | 3,827.09            |   | 0.00                  |   | 293,780.14                |   | 293,780.14          |   |
| 7 SEP 2005                                |   | 4,719.91              |   | 881.34       |   | 0.00          |   | 3,838.57            |   | 0.00                  |   | 289,941.57                |   | 280,941.57          |   |
| 7 OCT 2005                                |   | 4,719.91              |   | 868.82       |   | 0.00          |   | 3,850.08            |   | 0.00                  |   | 286,091.48                |   | 286,091.48          |   |
| 7 NOV 2005                                |   | 4,719.91              |   | 858.27       |   | 0.00          |   | 3,801.64            |   | 0.00                  |   | 282,229.84                |   | 282,229.84          |   |
| 7 DEC 2005                                |   | 4,719.91              |   | 846.69       |   | 0.00          |   | 3,873.22            |   | 0.00                  |   | 278,356.62                |   | 278,356.62          |   |
|                                      |   |                  |   |         |   |          |   |                |   |                  |   |                      |   |                |   |
| **ANNUAL FINANCE CHARGES IN EUROS**       |   |                  |   |         |   | **10,917.28** |   |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) |   |                  |   |         |   | 71,612.66     |   |

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2006                                |       | 4,719.91              |       | 835.07       |       | 0.00          |       | 3,884.84            |       | 0.00                  |       | 274,471.78                |       | 274,471.78          |       |
| 7 FEB 2006                                |       | 4,719.91              |       | 823.42       |       | 0.00          |       | 3,896.49            |       | 0.00                  |       | 270,575.29                |       | 270,575.29          |       |
| 7 MAR 2006                                |       | 4,719.91              |       | 811.73       |       | 0.00          |       | 3,908.18            |       | 0,00                  |       | 266,667.11                |       | 266,667.11          |       |
| 7 APR 2006                                |       | 4,719.91              |       | 800.00       |       | 0.00          |       | 3,919.91            |       | 0.00                  |       | 262,747.20                |       | 262,747.20          |       |
| 7 MAY 2006                                |       | 4,719.91              |       | 788.24       |       | 0.00          |       | 3,931.67            |       | 0.00                  |       | 258,815.53                |       | 258,815.53          |       |
| 7 JUN 2006                                |       | 4,719.91              |       | 776.45       |       | 0.00          |       | 3,943.46            |       | 0.00                  |       | 254,872.07                |       | 254,872.07          |       |
| 7 JUL 2006                                |       | 4,719.91              |       | 764.62       |       | 0.00          |       | 3,955.29            |       | 0.00                  |       | 250,916.78                |       | 250,916,78          |       |
| 7 AUG 2006                                |       | 4,719.91              |       | 752.75       |       | 0,00          |       | 3,967.16            |       | 0.00                  |       | 246,949.62                |       | 246,949.62          |       |
| 7 SEP 2006                                |       | 4,719.91              |       | 740.65       |       | 0.00          |       | 3,979.06            |       | 0.00                  |       | 242,970.56                |       | 242,970.56          |       |
| 7 OCT 2006                                |       | 4,719,91              |       | 728.91       |       | 0.00          |       | 3,991.00            |       | 0.00                  |       | 238,979.56                |       | 238,979.56          |       |
| 7 NOV 2006                                |       | 4,719.91              |       | 716.94       |       | 0.00          |       | 4,002.97            |       | 0.00                  |       | 234,976.59                |       | 234,976.59          |       |
| 7 DEC 2006                                |       | 4,719.91              |       | 704.93       |       | 0,00          |       | 4,014.98            |       | 0.00                  |       | 230,961.61                |       | 230,961.61          |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **9,243.91**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) |       | 50,535.07             |       |

 
| **DATE**   | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|       |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2007 |       | 4,719.91              |       | 692.65       |       | 0.00          |       | 4,027.03            |       | 0.00                  |       | 226,934.58                |       | 226,934.58          |       |
| 7 FEB 2007 |       | 4,719.91              |       | 680.80       |       | 0.00          |       | 4,039.11            |       | 0.00                  |       | 222,895.47                |       | 222,895.47          |       |
| 7 MAR 2007 |       | 4,719.91              |       | 668.69       |       | 0.00          |       | 4,051.22            |       | 0.00                  |       | 218,844.25                |       | 218,844.25          |       |

 

----

*(1) Forinformation purposes, based on ƒ6.55957 francs per €1.*

 

2

----

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 APR 2007                                |       | 4,719.91              |       | 856.53       |       | 0.00          |       | 4,063.38            |       | 0,00                  |       | 214,780.87                |       | 214,780.87          |       |
| 7 MAY 2007                                |       | 4,719.91              |       | 644.54       |       | 0.00          |       | 4,075.57            |       | 0.00                  |       | 210,705.30                |       | 210,705.30          |       |
| 7 JUN 2007                                |       | 4,719.91              |       | 632.12       |       | 0.00          |       | 4,087.79            |       | 0.00                  |       | 206,617.51                |       | 206,617.51          |       |
| 7 JUL 2007                                |       | 4,719.91              |       | 619.85       |       | 0.00          |       | 4,100.06            |       | 0.00                  |       | 202,517.45                |       | 202,517.45          |       |
| 7 AUG 2007                                |       | 4,719.91              |       | 607.55       |       | 0.00          |       | 4,112.36            |       | 0.00                  |       | 190,405.09                |       | 196,405.09          |       |
| 7 SEP2007                                 |       | 4,719.91              |       | 595.22       |       | 0.00          |       | 4,124.69            |       | 0,00                  |       | 194,280.40                |       | 194,280.40          |       |
| 7 OCT 2007                                |       | 4,719.91              |       | 582.84       |       | 0.00          |       | 4,137.07            |       | 0.00                  |       | 190,143.33                |       | 190,143.30          |       |
| 7 NOV 2007                                |       | 4,719.91              |       | 570.43       |       | 0.00          |       | 4,149.48            |       | 0.00                  |       | 185,993.85                |       | 185,993.85          |       |
| 7 DEC 2007                                |       | 4,719.91              |       | 557.98       |       | 0.00          |       | 4,161.93            |       | 0.00                  |       | 181,891.92                |       | 181,831.92          |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **7,509.23**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) |       | 49,257.32             |       |

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2008                                |       | 4,719.91              |       | 545.50       |       | 0.00          |       | 4,174.41            |       | 0.00                  |       | 177,657.51                |       | 177,657.51          |       |
| 7 FEB 2008                                |       | 4,719.91              |       | 532.97       |       | 0.00          |       | 4,186.94            |       | 0.00                  |       | 173,470.57                |       | 173,470.57          |       |
| 7 MAR 2008                                |       | 4,719.91              |       | 520.41       |       | 0.00          |       | 4,199.50            |       | 0.00                  |       | 169,271.07                |       | 169,271.07          |       |
| 7 APR 2008                                |       | 4,719.91              |       | 507.81       |       | 0.00          |       | 4,212.10            |       | 0.00                  |       | 165,058.97                |       | 155,058.97          |       |
| 7 MAY 2008                                |       | 4,719.91              |       | 495.18       |       | 0.00          |       | 4,224.73            |       | 0.00                  |       | 160,834.24                |       | 160,834.24          |       |
| 7 JUN 2008                                |       | 4,719.91              |       | 482.50       |       | 0.00          |       | 4,237.41            |       | 0.00                  |       | 156,596.83                |       | 156,596.83          |       |
| 7 JUL 2008                                |       | 4,719.91              |       | 469.79       |       | 0.00          |       | 4,250.12            |       | 0.00                  |       | 152,346.71                |       | 152,346.71          |       |
| 7 AUG 2008                                |       | 4,719.91              |       | 457.04       |       | 0.00          |       | 4,252.87            |       | 0.00                  |       | 148,083.64                |       | 148,083.64          |       |
| 7 SEP 2008                                |       | 4,719.91              |       | 444.25       |       | 0.00          |       | 4,275.66            |       | 0.00                  |       | 143,808.18                |       | 143,808.18          |       |
| 7 OCT 2008                                |       | 4,719.91              |       | 431.42       |       | 0.00          |       | 4,288.49            |       | 0.00                  |       | 139,519.69                |       | 139,519.69          |       |
| 7 NOV 2008                                |       | 4,719.91              |       | 416.56       |       | 0.00          |       | 4,301.35            |       | 0.00                  |       | 135,218.34                |       | 135,218.34          |       |
| 7 DEC 2008                                |       | 4,719.91              |       | 405.66       |       | 0.00          |       | 4,314.25            |       | 0.00                  |       | 130,904.09                |       | 130,904.09          |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **5,711.09**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) |       | 37,452.29             |       |

 
| **DATE**   | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|       |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2009 |       | 4,719.91              |       | 392,71       |       | 0,00          |       | 4,327.20            |       | 0.00                  |       | 126,576.89                |       | 126,576.89          |       |
| 7 FEB 2009 |       | 4,719.91              |       | 379.73       |       | 0.00          |       | 4,340.18            |       | 0.00                  |       | 122,236.71                |       | 122,236.71          |       |

 

----

*(1) Forinformation purposes, based on ƒ6.55957 francs per €1.*

 

3

----

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 MAR 2009                                |       | 4,719.91              |       | 366.71       |       | 0.00          |       | 4,353.20            |       | 0.00                  |       | 117,883.51                |       | 117,883.51          |       |
| 7 APR 2009                                |       | 4,719.91              |       | 353.65       |       | 0.00          |       | 4,366.26            |       | 0.00                  |       | 113,517.25                |       | 113,517.25          |       |
| 7 MAY 2009                                |       | 4,719.91              |       | 340.55       |       | 0.00          |       | 4,379.36            |       | 0.00                  |       | 109,137.89                |       | 109,137.89          |       |
| 7 JUN 2009                                |       | 4,719.91              |       | 327.41       |       | 0.00          |       | 4,392.50            |       | 0.00                  |       | 104,745.39                |       | 104,745.39          |       |
| 7 JUL 2009                                |       | 4,719.91              |       | 314.24       |       | 0.00          |       | 4,405.67            |       | 0.00                  |       | 100,339.72                |       | 100,339.72          |       |
| 7 AUG 2009                                |       | 4,719.91              |       | 301.02       |       | 0.00          |       | 4,418.89            |       | 0.00                  |       | 95,920.83                 |       | 95,920.83           |       |
| 7 SEP 2009                                |       | 4,719.91              |       | 287.76       |       | 0.00          |       | 4,432.15            |       | 0.00                  |       | 91,488.68                 |       | 91,488.68           |       |
| 7 OCT 2009                                |       | 4,719.91              |       | 274.47       |       | 0.00          |       | 4,445.44            |       | 0.00                  |       | 87,043.24                 |       | 87,043.24           |       |
| 7 NOV 2009                                |       | 4,719.91              |       | 261.13       |       | 0.00          |       | 4,456.78            |       | 0.00                  |       | 82,584.48                 |       | 82,584.48           |       |
| 7 DEC 2009                                |       | 4,719.91              |       | 247.75       |       | 0.00          |       | 4,472.16            |       | 0.00                  |       | 78,112.30                 |       | 78,112.30           |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **3,847.13**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) | ** ** | 25,235.52             | ** ** |

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| 7 JAN 2010                                |       | 4,719.91              |       | 234.34       |       | 0.00          |       | 4,485.57            |       | 0.00                  |       | 73,626.73                 |       | 73,626.73           |       |
| 7 FEB 2010                                |       | 4,719.91              |       | 220.68       |       | 0.00          |       | 4,499.03            |       | 0.00                  |       | 69,127.70                 |       | 69,127.70           |       |
| 7 MAR 2010                                |       | 4,719.91              |       | 207.38       |       | 0.00          |       | 4,512.53            |       | 0.00                  |       | 64,615.17                 |       | 64,615.17           |       |
| 7 APR 2010                                |       | 4,719.91              |       | 193.85       |       | 0.00          |       | 4,526.06            |       | 0.00                  |       | 60,089.11                 |       | 60,089.11           |       |
| 7 MAY 2010                                |       | 4,719.91              |       | 180.27       |       | 0.00          |       | 4,539.64            |       | 0.00                  |       | 55,549.47                 |       | 55,549.47           |       |
| 7 JUN 2010                                |       | 4,719.91              |       | 166.65       |       | 0.00          |       | 4,553.26            |       | 0.00                  |       | 50,996.21                 |       | 50,996.21           |       |
| 7 JUL 2010                                |       | 4,719.91              |       | 152.99       |       | 0.00          |       | 4,566.92            |       | 0.00                  |       | 46,429.29                 |       | 46,429.29           |       |
| 7 AUG 2010                                |       | 4,719.91              |       | 139.29       |       | 0.00          |       | 4,580.62            |       | 0.00                  |       | 41,848.67                 |       | 41,848.67           |       |
| 7 SEP 2010                                |       | 4,719.91              |       | 125.55       |       | 0.00          |       | 4,584.30            |       | 0.00                  |       | 37,254.31                 |       | 37,254.31           |       |
| 7 OCT 2010                                |       | 4,719.91              |       | 111.76       |       | 0.00          |       | 4,606.15            |       | 0.00                  |       | 32,646.16                 |       | 32,646.16           |       |
| 7 NOV 2010                                |       | 4,719.91              |       | 97.94        |       | 0.00          |       | 4,621.97            |       | 0.00                  |       | 28,024.19                 |       | 28,024.19           |       |
| 7 DEC 2010                                |       | 4,719.91              |       | 84.07        |       | 0.00          |       | 4,635.84            |       | 0.00                  |       | 23,388.35                 |       | 23,388.35           |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **1,914.97**          |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) | ** ** | 12,581.38             | ** ** |

 
| **DATE**   | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
| ** ** | ** ** | ** **            | ** ** | ** **   | ** ** | ** **    | ** ** | ** **          | ** ** | ** **            | ** ** | ** **                | ** ** | ** **          | ** ** |
| 7 JAN 2011 |       | 4,719.91              |       | 70.17        |       | 0.00          |       | 4,649.74            |       | 0.00                  |       | 18,738.61                 |       | 18,738.61           |       |

 

----

*(1) Forinformation purposes, based on ƒ6.55957 francs per €1.*

 

4

----

 
| **DATE**                                  | ** ** | **DEDUCTION  AMOUNT** | ** ** | **INTEREST** | ** ** | **INSURANCE** | ** ** | **DEBT  RECOVERED** | ** ** | **CHARGES  REPORTED** | ** ** | **REMAINING  CAPITAL OF** | ** ** | **BANK  LIABILITY** | ** ** |
|-------------------------------------------|------------|-----------------------|------------|--------------|------------|---------------|------------|---------------------|------------|-----------------------|------------|---------------------------|------------|---------------------|------------|
| ** **                                | ** ** | ** **            | ** ** | ** **   | ** ** | ** **    | ** ** | ** **          | ** ** | ** **            | ** ** | ** **                | ** ** | ** **          | ** ** |
| 7 FEB 2011                                |       | 4,719.91              |       | 56.22        |       | 0.00          |       | 4,663.69            |       | 0.00                  |       | 14,074.92                 |       | 14,074.92           |       |
| 7 MAR 2011                                |       | 4,719.91              |       | 42.22        |       | 0.00          |       | 4,677.69            |       | 0.00                  |       | 9,397.23                  |       | 9,397.23            |       |
| 7 APR 2011                                |       | 4,719.91              |       | 28.19        |       | 0.00          |       | 4,691.72            |       | 0.00                  |       | 4,705.51                  |       | 4,705.51            |       |
| 7 MAY 2011                                |       | 4,719.91              |       | 14.40        |       | 0.00          |       | 4,705.51            |       | 0.00                  |       | 0.00                      |       | 0.00                |       |
|                                      |       |                  |       |         |       |          |       |                |       |                  |       |                      |       |                |       |
| **ANNUAL FINANCE CHARGES IN EUROS**       |       | **211.20**            |       |
| FOR INFORMATION, EQUIVALENT IN FRANCS (1) | ** ** | 1,385.38              | ** ** |

 

----

*(1) Forinformation purposes, based on ƒ6.55957 francs per €1.*

 

5

----