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                                                                   Exhibit 10.15


                                    [Page 1]



================================================================================


                               SUBLEASE AGREEMENT


================================================================================





                             BETWEEN THE UNDERSIGNED

                                  GUERBET S.A.
            A Corporation with a capital of 56,807,560 French Francs
                listed in the Registry of Commerce and Companies
                    of Bobigny under the number B 308 491 521
                domiciled at Villepinte 93420, 15 rue de Vanesses

    represented herein by Mr. Michel GUERBET, President and Managing Director

                                   on one hand

                                       AND

                                BIOSPHERE MEDICAL
             A Corporation with a capital of 1,000,000 French Francs
                    domiciled at Zone Industrielle de Louvres
                      Rue de la Briqueterie - 95380 LOUVRES
            Registry of Commerce and Companies of PONTOISE, 98 B 885

    represented herein by Ms. Marie-Paule LEROY LANDERCY, in her capacity as
                       Chairman of the Board of Directors

                               on the other hand,



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                                    [Page 2]

THE FOLLOWING PRIOR DECLARATIONS HAVE BEEN MADE:

1.   Pursuant to the terms of an instrument received by Mr. GUEROULT, associated
     notary, on October 28, 1991, GUERBET S.A. contracted with U.I.S. - UNION
     POUR LE FINANCEMENT D'IMMEUBLES DE SOCIETES - SICOMI - for real-estate
     leasing pertaining to a real-estate property located in LOUVRES (Val
     d'Oise) in the area by the name of "La Briqueterie", comprising

     a building used for warehousing and office purposes, workshops and premises
     associated therewith, on a ground floor and a first floor [T.N.: US, FIRST
     AND SECOND FLOORS] on a portion of the space.

     such building comprising a developed floor space of approximately
     4,847 m(2) of storage space, approx. 1,621 m(2) of offices, workshops and
     associated locations on a plot of approx. 11,504 m(2).

2.   The leasing agreement has been agreed to and accepted by a number of
     different means, clauses and terms which Ms. Marie-Paule LEROY LANDERCY, in
     her capacity set forth above, declares to be perfectly aware of since she
     has received a copy of the aforementioned instrument.

3.   GUERBET S.A., being unable to currently use itself and through its
     subsidiaries the entire floor space being the indivisible object of the
     leasing agreement, has made a proposal to BIOSPHERE MEDICAL to sublet on a
     revocable basis a part of the space for a specified period of time.

4.   Under the leasing agreement binding GUERBET S.A. to U.I.S. and in view of
     its indivisible nature, this present sublease agreement is not subject to
     the provisions of the decree of September 30, 1953 and is herewith granted
     on a revocable basis, which is herewith expressly recognized by BIOSPHERE
     MEDICAL.

5.   U.I.S. has verbally granted its prior consent to this present subleasing on
     a revocable basis.


IN VIEW OF THE ABOVE DECLARATIONS, THE FOLLOWING HAS BEEN STIPULATED AND AGREED:

                         SUBLEASE ON A REVOCABLE BASIS:

GUERBET S.A., on the basis of a revocable sublease, herewith grants to BIOSPHERE
MEDICAL, for a period of five years from May 1, 1998 and ending on April 30,
2003, the premises comprising a floor space of 1000 m2, which is accepted by Ms.
Marie-Paule LEROY LANDERCY, in her capacity set forth above. A drawing shall be
annexed hereto together with an inventory of the premises.


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                                    [Page 3]

Unless specified otherwise herein, this present sublease shall be solely for the
duration set forth herein, except for termination solely by BIOSPHERE MEDICAL:
by means of six (6) months prior notice. Upon expiration of its term, this
present sublease shall terminate by operation of law without requiring any
formal acts. However, six months prior thereto, BIOSPHERE MEDICAL shall be
entitled to request its extension, which shall be granted for another three-year
period subject to readjustment of the rental fee stipulated hereinafter based on
the change in the domestic INSEE Construction Cost Index.


                                DUTIES AND TERMS

This present revocable sublease is agreed upon and granted pursuant to the usual
covenants and terms as well as those set forth below which BIOSPHERE MEDICAL
agrees to carry out and accomplish, to wit:

1.   to receive the premises leased "as is" without being entitled to require
     GUERBET S.A. to carry out any work, repairs or restoration. A check
     walk-through report shall be prepared by the parties within eight days
     hereof.

2.   to keep the leased premises permanently equipped with furniture,
     belongings, personal effects, material and merchandise in sufficient
     quantity and of sufficient value to ensure payment of the rent and
     fulfillment of the terms and conditions of the lease.

3.   to strictly remit its personal contributions and professional taxes and to
     comply with all taxes, municipal and police duties to which tenants are
     usually subject, [and] to reimburse GUERBET S.A. for payments [and] taxes
     related with the lease.

4.   to maintain and restore the leases to proper conditions of maintenance and
     repair as per the statement of premises prepared as of the effective date
     of use, to carry out all repairs necessary with the exception of those set
     forth in Article 606 Civil Code, and GUERBET S.A. declares, for its part,
     that the premises made available to BIOSPHERE MEDICAL are asbestos-free.

5.   not to be entitled under any circumstances to assign or transfer its right
     of use concerning these present premises or to make the use of the premises
     available in any fashion whatsoever, whether free of charge or for
     consideration.

6.   not to be entitled, without the prior written consent of GUERBET S.A., to
     make any change in the disposal of the leased premises, [or] any holes in
     the walls for any reason whatsoever. The work, if authorized, shall be
     carried out under the supervision of the architect of GUERBET S.A., whose
     fees shall be borne by the lessee. Any improvement or adjustment shall
     accrue to GUERBET S.A., without indemnification, with the latter being
     entitled to demand restoration to the original condition at the expense of
     BIOSPHERE MEDICAL.


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                                    [Page 4]

7.   to support and bear the cost of the performance of all large-scale repairs
     which may become necessary during the term of the lease, without being
     entitled to demand any compensation or reduction of the rent set forth
     below, even in the event that the duration of the work exceeds forty days,
     provided that, once such work commences, it is accomplished promptly and
     without interruption.

8.   to obtain and to maintain insurance, without recourse against GUERBET S.A.,
     for all risks, including fire, with a reputable company in good standing
     and throughout the entire term of the lease, covering the furniture, the
     material and the merchandise located on the premises, as well as for all
     leasing risks and the right of recourse of neighbors, to pay as due the
     premiums and contributions of such insurance, all of which must be
     justified vis-a-vis GUERBET S.A. at the first request to that effect.

     to reimburse GUERBET S.A. for all extra premiums which may be charged,
     whether directly in its capacity of lessee of the premises under the
     lease-to-purchase agreement, or on the basis of stipulations pertaining to
     co-ownership regulations of the building or which would result from the
     nature of the use of the premises on the basis of increased risks.

9.   to comply with the rules pertaining to the building.

10.  not to be entitled under any circumstances to affix any sign, plate or
     inscription on the building without the prior and written authorization to
     do so by GUERBET S.A. and always in compliance with the rules for the
     building.

11.  not to be entitled to use the leased premises for any purpose other than as
     offices and storage space for its activity of manufacturing and marketing
     catheters and guides used in radiology, while such purpose can not
     subsequently represent a change to the purpose of the premises set forth in
     the leasing agreement.

     BIOSPHERE MEDICAL shall furthermore personally assume responsibility for
     obtaining all administrative authorizations which may be required and
     complying with all regulations in this matter as well as any recourse which
     may be lodged on whatever basis in terms of co-ownership due to its
     activity.

12.  to comply with all provisions of the leasing instrument of October 28, 1991
     which may concern BIOSPHERE MEDICAL. In particular, it shall herewith be
     specified that this present sublease agreement can not be held against the
     owner of the building and that, under any theory, the termination, for any
     reason whatsoever, of the leasing agreement shall lead, by operation of
     law, to the ultimate termination of this present sublease. BIOSPHERE
     MEDICAL therefore declares that it waives all rights and actions both
     vis-a-vis the owner and the credit lessee, in particular any compensation
     for eviction or the right of renewal of its sublease agreement or
     maintenance of the same.


                                      RENT


This present lease is agreed upon and accepted on the basis of an annual rent
with a principal of five hundred thousand French Francs (500,000 FF), exclusive
of taxes and fees, which BIOSPHERE MEDICAL agrees to pay in twelve monthly
installments and in advance to GUERBET S.A.



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                                    [Page 5]

The parties furthermore agree that an exemption of rent and other charges for
twenty-four (24) months from May 1, 1998 is granted to the lessee, to improve
its chances of success:

IT IS EXPRESSLY AGREED THAT:

-    in the event of nonpayment, even for a single charging or rental period
     when due, or in case of noncompliance with one of the above terms, this
     present sublease shall be rescinded by operation of law if GUERBET S.A. so
     desires, one month after a simple request for payment or default notice has
     not produced any result, without requiring compliance with the legal
     formalities.

-    in the event of the aforementioned rescission, in case BIOSPHERE MEDICAL
     refuses to vacate the premises, BIOSPHERE MEDICAL can be forced to comply
     therewith on the basis of a simple injunction issued by the President of
     the District Court] of the domicile of the leased premises.

                                ADJUSTMENT CLAUSE

It is expressly agreed that the rent pertaining to this present lease shall be
readjusted in case this present lease is renewed for a period of three years.
Such rent shall be tied, without discount or exemption, to the official
construction cost index published by INSEE, and GUERBET S.A. shall not be
required expressly to make a request to such effect.

The reference indices shall be those of the last civil quarter preceding the
effective date of this present lease and the last civil quarter preceding the
revision date.

                                      FEES

All expenses [and] fees of this present instrument shall be borne by the lessee.

Each party shall assume its own attorney fees.

                                 Issued in PARIS
                                On April 29, 1998
                                 In three copies
                            One copy for registration


FOR GUERBET S.A.                                           FOR BIOSPHERE MEDICAL
Signature [ILLEGIBLE]                                      Signature [ILLEGIBLE]



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                                    [Page 6]

[ONE ILLEGIBLE LINE]
Our reference 106
Tax N(o) 844590
Account N(o) 20136L

[LEFT-HAND MARGIN OF THE DOCUMENT]
AUTHENTIC COPY

HYPOTHEQUES ERMONT
December 11, 1991
Provision: 148628
U.O.N(o) 12.305

[RECEIVED STAMP: LARGELY ILLEGIBLE]


OCTOBER 28, 1991
LEASE-TO-BUY AGREEMENT
By UIS for the benefit of GUERBET S.A.

ALLEZ & ASSOCIES, NOTARIES
A company owning a Notary's Office
25, avenue George-V - 75008 Paris
Phone (1) 47 23 61 67 - Fax (1) 47 23 43 45


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                                    [Page 7]

                                FISCAL STAMP PAID
                             Authorization N(o) 1/78
                              of February 15, 1979

                      [OFFICIAL STAMP - LARGELY ILLEGIBLE]

In nineteen hundred and ninety-one, on the twenty-eight day of October, signed
by the notary on the same date, in Paris (8th Arrondissement), 25 Avenue
George V,

Mr. Jean-Pierre GUEROULT, Associate Notary with the Civil Professional Company
by the name of "ALLEZ & ASSOCIES, NOTARIES", owner of a Notary's Office in Paris
(8th Arrondissement), 25 Avenue George V, has authenticated this present
instrument at the request of the parties identified below:

1)   "U.I.S." - UNION POUR LE FINANCEMENT D'IMMEUBLES DE SOCIETES, a banking
     institution registered as a financing company, approved as a Real-Estate
     Company for Trade and Industry, governed by the law N(o) 66-455 of July 2,
     1966 and by the ordinance N(o) 67-837 of September 28, 1967 and subsequent
     texts, a corporation with a capital of 281,439,000 French Francs, domiciled
     at PARIS (8th Arrondissement), 5 avenue Percier, registered in the
     Commercial and Corporation Registry of PARIS under the number B 632 037
     248.

     Said company is subject to the tax system of Real-Estate Companies for
     Trade and Industry on the basis of a ruling by the Minister of Economics
     and Finance.

     HEREINAFTER REFERRED TO AS "THE LESSOR"

     ON ONE HAND

2)   the Company by the name of GUERBET S.A., a corporation with a capital of
     44,199,200 French Francs, domiciled at VILLEPINTE (Seine-Saint-Denis), 15
     rue Vanesses, registered in the Commercial and Corporation Registry of
     BOBIGNY under the number B 308 491 521.

     HEREINAFTER REFERRED TO AS "THE LESSEE"

     ON THE OTHER HAND



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                                    [Page 8]

                                 REPRESENTATION

1)       U.I.S. is represented by:

         Mr. Francois Xavier LABAYLE, Advisor to the President, residing at
         PARIS (8th Arrondissement), 5 Avenue Percier.

         ACTING in the name and as the agent of:

         Mr. Alain JULIARD, President of the Board of Directors, residing at
         PARIS (8th Arrondissement), 5 Avenue Percier.

         BY VIRTUE of the powers conferred on him for the purposes of this
         present instrument pursuant to the terms of a power of attorney by
         private deed dated October 28, 1991 in Paris, attached hereto.

         In said power of attorney, Mr. JULIARD acted in his capacity of
         President of the Board of Directors, a post to which he was appointed
         upon resolution of the Board of Directors of said Company during a
         meeting held on December 20, 1990.

2)       GUERBET S.A. is represented by Mr. Michel GUERBET, its President,
         residing in PARIS (17th Arrondissement), 55 Boulevard Pereire.

         SPECIFICALLY authorized for the purposes of this present document upon
         resolution of the Board of Directors of said Company of October 25,
         1991; a certified copy of the minutes being annexed hereto.



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                                    [Page 9]

WHO, in their capacities set forth above, prior to entering into the agreements
being the subject matter of this present instrument, have declared the
following:


                                    STATEMENT

A                 TABLE OF CONTENTS

 SECTION I:        DEFINITIONS                                            Page 6

SECTION II:        LEASE                                                  Page 6

Article 1:         DURATION                                               Page 8
Article 2:         RENT                                                   Page 8
Article 3:         COVENANTS AND TERMS                                   Page 11

                   a) Occupation                                         Page 11
                   b) Maintenance - Work                                 Page 12
                   c) General Terms and Conditions                       Page 13

Article 4:         FEES AND TAXES                                        Page 13
Article 5:         ASSIGNMENT - SUBLEASING - MANAGEMENT                  Page 14

                   a) Assignment                                         Page 14
                   b) Subleasing                                         Page 14
                   c) Management                                         Page 15
                   d) Assignment by the Lessor                           Page 15

Article 6:         LIABILITY - INSURANCE                                 Page 15

                   I:   Agreements between the Parties                   Page 15
                   II:  Insurance                                        Page 15
                   III: Claims/Events of Loss                            Page 17
                        a) General Terms and Conditions                  Page 17
                        b) Partial Loss                                  Page 18
                        c) Total Loss                                    Page 19

Article 7:         VALUE-ADDED TAX                                       Page 19



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                                    [Page 10]


SECTION III:       PROMISE OF SALE                                       Page 19

Article 8:         PROMISE OF SALE                                       Page 19

SECTION IV:        RESCISSION                                            Page 21

Article 9:         RESCISSION BY THE LESSEE                              Page 21
Article 10:        RESCISSION BY THE LESSOR                              Page 22

TITLE V:           EXPROPRIATION                                         Page 23

Article 11:        Expropriation                                         Page 23

                   - Total Expropriation                                 Page 23
                   - Partial Expropriation                               Page 23
                   - Disputes                                            Page 23

TITLE VI           MISCELLANEOUS PROVISIONS                              Page 24

Article 12:        DECLARATIONS                                          Page 24
Article 13:        Leasing Agreement as Collateral                       Page 24
Article 14:        PUBLICATION OF REAL-ESTATE TRANSACTIONS               Page 24
Article 15:        ELECTION OF DOMICILE - SPECIFICATION OF JURISDICTION  Page 25
Article 16:        FEES                                                  Page 25

                                  B - STATEMENT

Pursuant to an instrument received by Mr. LETULLE, Associate Notary in PARIS, on
June 29, 1973 and published at the Mortgage Office No. 2 of PONTOISE on August
29, 1973, Volume 6,204, Number 3, U.I.S. purchased, by paying a cash price
received at that time, from the company MACKENZIE HILL SA Societe Anonyme with a
capital of 100,000 French Francs, whose domicile was PARIS (16th
Arrondissement), 19 Rue de la Tour, registered in the Registry of Trade and
Companies of PARIS under the number 70 B 2375, the building being the subject
matter of this present leasing, located in the Industrial Zone of LOUVRES (Val
d'Oise).



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                                    [Page 11]

The title search results are represented in the said record.

                        C - ECONOMICS OF THE TRANSACTION

Pursuant to the terms of a private deed dated September 14, 1988, U.I.S. granted
GUERBET S.A., and the latter accepted, the rental of the premises owned by it
and located in the Industrial Zone of LOUVRES (Val d'Oise), in accordance with
the clauses, conditions and rent specified therein.

Said instrument specifies that the following premises are affected thereby:
cells 1, 2, 4, 5, and 6 of the building, comprising approx. 4,026 m(2) of
storage space and 1,364 m(2) of office space.

In departure from the clauses of the lease dated September 14, 1988, which did
not grant the option of termination prior to September 1, 1992, the LESSEE
requested the LESSOR, who agreed to this, to ensure financing of the leased
building (cells 1, 2, 4, 5, and 6) on the basis of real-estate leasing.

As a result thereof, GUERBET S.A. requested the LESSOR to amicably rescind said
lease as of that date and specified that the business operated by GUERBET S.A.
on the premises [and its assets] are free of any privilege or collateral.

Furthermore, the premises of cell 3 of the building, comprising a floor space of
approx. 821 m(2) of storage space and 257 m(2) of office space, which are a part
of the same building unit, shall be included in this present leasing, with the
LESSEE agreeing to receive the same in their current condition.

The lease is therefore granted for the entire property of the LESSOR comprising
6 cells, i.e. approx. 4,847 m(2) of storage space, 1,621 m(2) of office space
and annexed premises on a total land area of approx. 11,504 m(2).

To aid the understanding of the stipulations below, the respective roles of the
parties in this present transaction shall be specified as follows:

The LESSEE resorts to this means of financing to have the option of becoming the
owner of the building at the expiration of the leasing agreement by paying a
nominal price after periodic rental payments covering both the financial
amortization as well as the interest on the lease-to-buy.



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                                    [Page 12]

                               D - LEASING AMOUNT

The amount of the lease-to-buy shall be TWELVE MILLION SEVEN HUNDRED AND
TWENTY-FIVE THOUSAND THREE HUNDRED AND EIGHTEEN FRENCH FRANCS AND FORTY-ONE
CENTIMES (12,725,318.41 FF), excluding VAT corresponding to the value of the
building as stipulated between the parties.

The land appears in the books of the LESSOR at a value of ONE MILLION FRENCH
FRANCS (1,000,000 FF).

Based on the above declarations, the parties agree as follows:

                             SECTION I - DEFINITIONS

1)   Rent: financial amortization included in each installment, plus interest
     calculated on the basis of the "remaining financing amount due".

2)   Remaining financing amount due: amount of the leasing remaining due after
     payment of each installment of rent.

3)   T.M.M.: [Taux Moyen Mensuel] - average monthly daily interbank Money Market
     rate.

                               SECTION II - LEASE

By means of this present instrument, the LESSOR leases, in conformity with the
provisions of the Law No. 66-455 of July 2, 1966 and of the Ordinance No. 67-837
of September 28, 1967 concerning real-estate leasing, to the LESSEE, who
accepts, the real-estate property and rights set forth below and hereinafter
referred to as the "BUILDING".

                                   DESIGNATION

A REAL-ESTATE UNIT located in LOUVRES (Val d'Oise) in the area by the name of
"La Briqueterie", comprising:

A building to be used for warehousing and offices annexed thereto necessary for
the use of the warehouse, comprising a ground floor and first floor on a portion
[of the floor space],

and land with an area, according to the records, of eleven thousand five hundred
and four square meters, bordered:



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                                    [Page 13]

- in front: by the new road number 2;
- in the back: by Mr. NANSOT or representatives;
- on the right-hand side: by the company DRAGOCO or representatives;
- on the left-hand side: by the company MACKENZIE HILL or representatives;

forming the lots with the numbers 41 to 48 of the zoning plan described below,

and listed in the new register of said community as an area by the name of "La
Briqueterie", section F, to wit:

* number 1444   for an area of 14 ares 91 square meters           (Lot 41)
* number 1445   for an area of 14 ares 83 square meters           (Lot 42)
* number 1446   for an area of 14 ares 74 square meters           (Lot 43)
* number 1447   for an area of 14 ares 55 square meters           (Lot 44)
* number 1448   for an area of 14 ares 33 square meters           (Lot 45)
* number 1449   for an area of 14 ares 11 square meters           (Lot 46)
* number 1450   for an area of 13 ares 89 square meters           (Lot 47)
* number 1451   for an area of 13 ares 68 square meters           (Lot 48)

PLEASE NOTE that the property constituting the subject matter of this present
lease are included in the zoning plan of the ACTIVITY ZONE OF LOUVRES approved
by ordinance of the Prefect of Val d'Oise dated June 28, 1968.

According to a certificate issued on March 9, 1973 by the Prefect of Val d'Oise,
annexed to the transcript of a sales instrument received by Mr. FIXOIS, Notary
at LOUVRES, on March 9, 1973:



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                                    [Page 14]

-    all formalities prescribed by the Decree No. 58-1466 of December 31, 1958,
     pertaining to the zoning plan have been fulfilled.

-    the requirements set forth in the authorization ordinance have been met.

                                       * *
                                        *

Furthermore, the documents pertaining to the zoning plan and, in particular, a
copy of the specifications of the zoning plan having five sections, to wit:

SECTION I:        RULES
SECTION II:       SPECIFICATIONS
SECTION III:      SUMMARY OF SUPPORTING DOCUMENTS
SECTION IV:       WORK SCHEDULE
SECTION v:        BYLAWS OF THE LABOR UNION

have been annexed to the transcript of an instrument received by Mr. FIXOIS,
Notary at LOUVRES, on March 10, 1973.

A copy of said specifications has been annexed to this present instrument.


ARTICLE 1 - DURATION

This present leasing agreement is entered into for a period of fifteen years to
be calculated retroactively from October 1, 1991, i.e. until September 30, 2006.

This agreement is governed by the provisions of the law and ordinance set forth
above; the provisions specified in the second and third Paragraphs of Article
3-1 of Decree No. 53-960 of September 30, 1953, in Article 13 of the Law No.
85-1408 of December 30, 1985 and in Law No. 86-12 of January 16, 1986 are not
applicable hereto.

ARTICLE 2 - RENT

This present lease-to-buy agreement is entered into and accepted on the basis of
a rent which the LESSEE agrees to pay by transfer to the account of the LESSOR
opened under the number 20 1010 14400 with BANQUE N.S.M. (Bank Routing Number
30788, Office Code 00100, RIB Key 02).



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                                    [Page 15]

The rental payments referred to below as "BASE RENT" are due on a quarterly
basis and in advance, on October 1, January 1, April 1 and July 1 of each year,
for the first time on October 1, 1991.

A - BASE RENT

The amount exclusive of V.A.T. of each quarterly base rent on the effective date
of this present instrument is indicated in the schedule attached hereto in
Attachment 1.

B - ADJUSTMENT

Each quarterly base rent above shall be readjusted in terms of 15% of its amount
on the basis of the national construction cost index established by the INSTITUT
NATIONAL DE LA STATISTIQUE ET DES ETUDES ECONOMIQUES (National Institute of
Statistics and Economic Studies) or any other index which may replace it, if
applicable.

In the event that no other index is substituted for such index, the parties
mutually agree to chose another index and calculate, if necessary, an adjustment
index.

In case no agreement is reached between the parties, the replacement index shall
be determined by three experts chosen by mutual agreement between the parties or
designated ex officio by the President of the District Court of Paris, at the
request of the most diligent party.

The first rent, payable on October 1, 1991, shall not be subject to
readjustment.

For subsequent rental payments, the reference index [to be used] throughout the
entire duration of the agreement shall be that of the first quarter of 1991,
i.e. 972.

Insofar as the comparison index is concerned, the last index published on the
due date of each quarterly rental payment shall be used.



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                                    [Page 16]

The new rent shall be calculated by applying to the base rent, at the percentage
rate indicated above, the positive (or negative) difference between the
reference index and the comparison index based on the following formula

[see formula in original document]

Lx       = new rent
Lb       = base rent
I0       = reference index
I1       = comparison index

The parties agree that the rent actually received by the LESSOR can under no
circumstances be lower than the base rent established above.

C) DUTIES AND TAXES

To the rental payments determined above shall be added duties and taxes and
similar, in particular V.A.T.

The entirety of the terms governing the rental payments set forth above have
been established on the basis of regulatory and taxation provisions currently in
effect; in the event of a change in the regulations, such terms shall be
adjusted in such a way that the net remuneration of the LESSOR remains at all
times equivalent to that resulting from the terms applicable at the time the
agreement was entered into.

D) RENTAL SURCHARGE

A) V.A.T. LEVIED ON THE INVESTMENT (*)

The LESSEE agrees to pay to the LESSOR, as a rental surcharge, interest
calculated on the basis of the "Average Monthly Rate for Interbank Transactions
on the Money Market for Day-to-Day Funds" T.M.M. + one point, PRORATA TEMPORIS,
based on the amount of V.A.T. levied on the investment and settled by the
LESSOR.

This rental surcharge is owed by the LESSEE, PRORATA TEMPORIS, from the
effective date of this present instrument until the day of reimbursement of said
V.A.T. to the LESSOR by the Public Treasury pursuant to the terms provided for
under Decree No. 72-102 of February 4, 1972 and shall be invoiced at that date.

B) RENT-INCREASING CHARGES

The LESSEE agrees to pay to the LESSOR a rental surcharge equivalent to the
amount of so-called "rent-increasing charges", such as insurance premiums for
real-estate property, property tax, etc. This additional rental charge shall be
paid to the LESSOR eight working days prior to payment by the latter of said
charges.

These additional rental charges, plus any taxes, duties and any possible and
similar surcharges, in particular Value-Added Tax, shall be wired to the
LESSOR's bank account identified above.

(*) a) does not apply except to complementary investments.



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                                    [Page 17]

E) DEFAULT INTEREST

Any rent and rental surcharges that have not been paid by their due date, even
partially, shall be subject by law to interest plus taxes, bank charges,
expenses and fees, including those not usually giving rise to a right of
recovery, rendered necessary to ensure their collection. Such interest shall be
calculated on the basis of the amount (including all taxes) remaining unpaid
from the due date until the settlement date, on the basis of the "Average
Monthly Rate for Interbank Transactions on the Money Market for Day-to-Day
Funds" T.M.M plus four points; this rate can not be lower than 15% per annum,
exclusive of taxes.

Furthermore, at the discretion of the LESSOR, the lease can be rescinded by
operation of law pursuant to the terms set forth under Section IV "RESCISSION"
below.


ARTICLE 3 - COVENANTS AND TERMS

This present leasing agreement is entered into on the basis of the following
covenants and terms, which are agreed to by the LESSEE:

A) OCCUPATION

1)   The premises constituting the subject matter of this present instrument
     shall be used as warehousing space, laboratories, workshops and offices and
     annexed premises.

     The LESSEE shall be under the obligation, except if otherwise agreed in
     writing by the LESSOR, to use the premises for their purpose set forth
     above until the expiration of this present lease.

     Any total or partial change in activity shall be subject to prior and
     written authorization by the LESSOR.

2)   The LESSEE shall furnish "the building" and shall keep it permanently
     equipped with furniture and furniture objects in a quantity and with a
     value sufficient to ensure payment of the rent and fulfillment of the terms
     of this present agreement at all times.

3)   The LESSEE assumes personal responsibility, without recourse against the
     LESSOR, for obtaining all authorizations necessary to occupy "the
     building"; the LESSEE agrees to comply, throughout the duration of this
     present instrument, with all legal and regulatory provisions applicable in
     this matter, and in particular with the documents pertaining to the zoning
     plan that applies to the building, a copy of which it acknowledges to have
     received.

     Furthermore, the LESSEE agrees to inform the LESSOR, by certified letter,
     of any fact that may change the conditions of authorization contemplated
     above and possibly lead to their abrogation.

     The LESSEE in particular agrees to comply with all legal and regulatory
     provisions pertaining to safety standards and, specifically, to have
     performed, without delay and at its expense and at its sole responsibility,
     all work which may become necessary for that purpose, in such a way that
     the LESSOR can never be concerned or held to account in this matter.

4)   The LESSEE may not undertake anything or have others engage in anything in
     "the building" which may adversely impact the order, look or the property
     of "the building" or affect the neighbors and shall otherwise comply with
     the provisions of the regulations regarding enjoyment or co-ownership.



<PAGE>


                                    [Page 18]

B) MAINTENANCE - WORK

5)   The LESSEE receives "the building" as is.

     The LESSEE shall keep it in good repair for rental or other uses.

     The LESSEE shall perform, at its sole expense, risk and peril, all
     maintenance work, including all repairs as defined in Article 606 Civil
     Code; the LESSEE shall not be entitled to invoke the provisions of Article
     1724 Paragraph 2 Civil Code. At the end of the leasing agreement, the
     LESSEE shall restore "the building" to a good serviceable condition.

6)   During the entire term of the leasing agreement, the LESSEE shall be
     responsible:

     -    for all apparent faults and defects, which it agrees to repair;

     -    for all hidden defects which would affect either the fabric of the
          building or its fixtures and fittings;

     In this matter, the LESSOR can not be held responsible for any reason
     whatsoever or at any time.

     The LESSEE shall therefore directly exercise any [right of] recourse it
     deems fit against the companies having participated in the construction of
     "the building" and all third parties which may be involved therein,
     including, if applicable, the project supervisor and the contractors, and
     the LESSEE shall be under obligation to communicate this prior thereto to
     the LESSOR.

     Furthermore, the LESSEE agrees to notify the LESSOR, for all fit purposes,
     of any faults, apparent or hidden defects, during the month in which they
     are discovered, by means of a certified letter with return receipt.

7)   The LESSEE shall be entitled to perform in "the building" constituting the
     subject matter of this present leasing agreement, at its exclusive expense,
     risk and peril and without [right of] recourse or recovery against the
     LESSOR, all work involving equipment and installation necessary for or
     specific to its professional use.

     Any important change in distribution, demolition, breaking of walls, beams
     or floors shall be subject to prior and written authorization by the
     LESSOR.

     The work contemplated in the two preceding paragraphs may only be performed
     under the supervision and inspection of the architect designated by the
     LESSOR and whose fees shall be borne by the LESSEE. All embellishments and
     changes made in such fashion by the LESSEE shall be left in their then
     current condition at the end of the leasing agreement, without
     compensation, and the LESSOR shall not be entitled to demand restoration of
     the premises to their original state.

8)   The LESSOR's representatives shall at all times be afforded access to "the
     building" for any monitoring or inspection they deem necessary.



<PAGE>


                                    [Page 19]

C)   GENERAL TERMS AND CONDITIONS

9)   The LESSEE agrees to provide the LESSOR, within six months of the end of
     its fiscal year, with a copy of its balance sheet, income statement as well
     as, if applicable, reports (management, auditors), for the Annual General
     Meeting.

10)  The LESSEE shall be required to comply with the provisions pertaining to
     accounting publication of leasing transactions, in such a manner that the
     LESSOR is never concerned about this matter.

11)  The LESSEE agrees, for itself and for its eligible representatives, to
     comply with the legislative and regulatory provisions pertaining to
     real-estate leasing transactions.

12)  THE LESSEE agrees to fulfill all duties the LESSOR may assume pursuant to
     the terms of the aforementioned purchase instrument and furthermore agrees
     to pay directly to or reimburse the LESSOR for all expenses related
     therewith, regardless of their cause and origin, which are included in the
     lease amount.

ARTICLE 4 - FEES AND TAXES

The LESSEE shall settle, as and when due, all charges, real-estate
contributions, professional and other taxes and, generally speaking, all taxes,
contributions, and duties owed by it; their payment must be evidenced whenever
the LESSOR requests this.

The LESSEE shall, at the end of the leasing agreement, evidence the payment of
such charges and taxes up until the term of this present instrument.

The LESSEE agrees to pay to the LESSOR, pursuant to the terms provided for in
Article 2 Paragraph D) b), the amount of all contributions and duties connected
with the real-estate property (property taxes, etc.), including all municipal
duties and contributions, in such a way that the rent stipulated in Article 2
above represents for the LESSOR a revenue net of any charges.

It is herewith specified that the LESSOR shall have the right, in case the
LESSEE defaults on payment of any sum owed to third parties for which the LESSEE
has assumed responsibility pursuant to the terms of this present instrument, to
proceed with payment of the sum in question.

The LESSEE shall then reimburse the LESSOR for such sum plus penalties, fines
and all fees paid by the LESSOR. The resulting total in turn shall be increased
by default interest calculated until the date of reimbursement on the basis of
the "Average Monthly Rate for Interbank Transactions on the Money Market for
Day-to-Day Funds" T.M.M plus four points; this rate can not be lower than 14%
per annum, exclusive of taxes.

Furthermore, at the discretion of the LESSOR, this present instrument can be
rescinded pursuant to the terms set forth under Section IV "RESCISSION" below,
any payment notwithstanding.


<PAGE>


                                    [Page 20]

ARTICLE 5 - ASSIGNMENT - SUBLEASING - MANAGEMENT

The assignment, subleasing or the management, with or without a change in
business, can be authorized pursuant to the following conditions, provided they
are not of the kind to lead to the loss of the tax benefit established in this
present instrument for leasing agreements and, in general, for Real-Estate
Companies for Trade and Industry (SICOMI) and as long as they are not prohibited
by any legislative, regulatory or interpretative provision pertaining to the
leasing agreement.

A)   ASSIGNMENT

Any planned assignment of this present leasing agreement, regardless by what
means it may take place (pure and simple, assignment, merger, contribution,
takeover, etc.) shall be communicated to the LESSOR by means of a certified
letter with return receipt three months prior to the scheduled effective date of
the assignment.

Such assignment must be authorized in writing by the LESSOR under penalty of
nullity and, if the LESSOR sees it fit to do so, of rescission of this present
leasing agreement.

In case the LESSOR agrees thereto, the following conditions shall be imposed:

-    The assignment must be carried out in the presence of the LESSOR or duly
     communicated to the latter by means of a certified letter with return
     receipt addressed to its corporate headquarters at least 15 days in
     advance.

-    The ASSIGNOR shall transfer to the ASSIGNEE, pursuant to the terms of one
     and the same instrument, all rights resulting of this present instrument
     and, in particular, the rights associated with the promised sale granted to
     the ASSIGNOR under Section III "PROMISE OF SALE" hereinafter; the lease and
     the promise of sale forming, pursuant to the joint intention of the
     parties, a single indivisible whole, in accordance with the law and
     ordinance cited above.

-    The ASSIGNEE shall be required, notably in regard to the LESSOR, to comply
     with all obligations resulting from these presents.

-    THE ASSIGNEE shall remain a joint guarantor of the ASSIGNOR and, if
     applicable, of the subsequent assignees for payment of rent and compliance
     with all terms of this present lease.

B)   SUBLEASING

The LESSEE shall be entitled to sublet the property leased as long as it
complies with the stipulations of the first paragraph of this present Article
and the provisions governing the subleasing of property financed through a
lease-to-buy (provisions currently applicable, Section II of the Instruction
(D.G.I) of May 28, 1970, note (B.O.D.G.I 4 H-3-77) of June 7, 1977.

Such sublease must be submitted in advance to the LESSOR for authorization and
may only be granted to reputable and known persons or commercial companies whose
activity in "the building" may only be commercial in nature under penalty of
nullity and, if the LESSOR deems this fit, of rescission of this present leasing
agreement.

Upon expiration of the lease, the LESSOR shall not be under any obligation to
renew the subleasing agreements, with "the building" being leased constituting,
pursuant to the joint intention of the parties, an indivisible whole, even in
the event that it should be physically divisible.



<PAGE>


                                    [Page 21]

All modification or restoration work subsequent to such subleasing shall be at
the sole expense of the LESSEE.

The subleasing agreement shall include a clause pursuant to which the sublessee
declares to have been informed that the subleasing agreement can not be held
against the LESSOR, with the sublessee therefore waiving all rights and actions
vis-a-vis the LESSOR, and agrees to vacate "the building" in the event of
cessation of the leasing agreement for any reason whatsoever (non-request of
compliance with the promise of sale by the LESSEE, rescission, expropriation).

C)   MANAGEMENT

The LESSEE can not appoint a manager, whether remunerated or not, over its
assets, whether as a whole or in part, without the prior and written consent of
the LESSOR, under penalty of rescission of this present instrument, if the
latter deems it fit to do so.

D)   ASSIGNMENT BY THE LESSOR

In accordance with the provisions of Article I-1 of the Law No. 66-455 of July
2, 1966, modified by Ordinance No. 67-837 of September 28, 1967 cited above, the
LESSOR agrees, in the case of assignment of the property constituting the
subject matter of this present agreement, during the term of its performance, to
make its ASSIGNEE or its subsequent assignees, together with whom it shall
remain a joint guarantor, subject to the fulfillment of all obligations for
which it assumes responsibility pursuant to the terms of this present
instrument.

ARTICLE 6 - LIABILITY - INSURANCE

I.   AGREEMENTS BETWEEN THE PARTIES

The LESSEE expressly agrees to waive any recourse against the LESSOR for any
damage whatsoever caused either to "the building" constituting the subject
matter of the leasing agreement or to property of any nature belonging to or
entrusted to the LESSEE as well as for all intangible damage caused to the
LESSEE.

The parties furthermore mutually waive the application of Article 1722 Civil
Code in the circumstances set forth in Paragraph III "CLAIMS/EVENTS OF LOSS"
below.

II.  INSURANCE

The transaction constituting the subject matter of the leasing agreement shall
be guaranteed by insurance contracts which the LESSEE agrees to take out both on
its own account as well as for that of the LESSOR for the entire term of the
lease, to wit:

a)   Contract "CIVIL LIABILITY INSURANCE FOR OWNERS OF REAL PROPERTY"
     (constituting the subject matter of the lease) with regard to neighbors and
     third parties, with coverage in the amount usually obtained on the French
     insurance market.
b)   Insurance Contract for "Damage to Property" (constituting the subject
     matter of the lease), guaranteeing the replacement value (subject to an
     index-based adjustment clause) of the building and the modifications
     considered to be fixtures (including those carried out by the LESSEE
     without financing by the LESSOR), covering the risks set forth below:

-        fire, lightning, explosions
-        airplane disaster
-        storms (hurricanes, high winds, tornado, cyclone)
-        smoke,


<PAGE>


                                   [Page 22]

-        impact of ground vehicles,
-        water damage (including locating the leak),
-        damage resulting from improper functioning of automatic extinguishers,
-        strikes, riots, riots, vandalism, ill will, acts of terrorism
         and sabotage,
-        electrical damage,
-        loss of rental payments,
-        glass breakage,
-        reimbursement of the "STRUCTURAL DAMAGE" premium to satisfy the
         duty of insurance (Article 242.1 Insurance Code) concerning
         restoration and repair and/or reconstruction of damaged buildings,
-        fees of decorators, design/construction management, technical control,
         and engineering firms,
-        fees necessary to restore the premises in conformity with
         construction legislation and regulations,
-        expenses related to relocation, warehousing and reinstallation,
-        expenses related to excavations, demolitions and decontaminations as
         well as expenses incurred as the result of measures imposed by means
         of administrative decisions.

c) "CIVIL LIABILITY" contract vis-a-vis neighbors and third parties.

d) a "PROPERTY DAMAGE" contract covering the risks set forth below:

-  fire, lightning, explosion, water damage

covering the personal or similar property, in particular materials, tools,
equipment, fittings and goods of any kind belonging to THE LESSEE and located in
the building constituting the subject matter of the leasing agreement.

The contracts shall include a clause by means of which [the LESSEE] waives its
[right of] recourse against the LESSOR.

Additional Provisions

a)   The LESSEE agrees to provide the LESSOR with a copy of the annual report
     regarding the replacement value of the building, which shall be used to
     determine the insurance amounts.

     The LESSEE agrees to indicate without delay to the insurers, during the
     execution of the insurance contracts and during their term, any element
     which may impact their assessment of the risks covered.

b)   The agreements entered into by the LESSEE shall contain a clause
     specifying:

-    that in the case of rescission or suspension, for any reason whatsoever,
     the insurer shall be required to communicate this prior thereto to the
     LESSOR. In this case, the LESSOR shall undertake all reasonable measures
     and MAY, in particular, pay the premiums on behalf of the LESSEE, WHOM it
     may sue for reimbursement by means of all appropriate legal channels.

-    that in case the insurer fails to comply with the above, its guaranty to
     the LESSOR shall be called upon.


<PAGE>


                                    [Page 23]

c)   The LESSOR shall be designated as the beneficiary of the compensation paid
     by the insurers of the LESSEE under the agreements set forth in paragraphs
     a) and b) while being obligated to use them for the reconstruction of the
     building constituting the subject matter of the leasing agreement, except
     for compensation corresponding to the reimbursement of moving and
     reinstallation expenses, which shall be paid back to the LESSEE. The LESSEE
     in turn agrees to use the compensation received under the "property damage"
     contract for the reconstitution of the layout and equipment.

d)   The premiums pertaining to the insurance contracts shall be borne by the
     LESSEE, and the corresponding V.A.T. shall be rebilled as a rental
     surcharge.

e)   A copy of the contracts to be entered into by the LESSEE shall be forwarded
     to the LESSOR prior to the signing of this present instrument in order to
     allow the LESSOR to ascertain that all risks set forth above have been
     covered.

f)   The LESSEE agrees, by means of a statement by its insurance agent, to
     notify the LESSOR each and every year of any amendments made to the
     contract or the absence of any changes as well as to evidence the payment
     of the premiums.

g)   In the event that amendments are made to the insurance contracts set forth
     in Article II above and approved prior to the signing of this present
     agreement by the LESSOR, the latter reserves the right to have its
     insurer-counsel sign any additional insurance contract it deems necessary
     and whose premiums shall be assumed by the LESSEE.


III. CLAIMS/EVENTS OF LOSS

A.   GENERAL TERMS AND CONDITIONS

1.   The LESSEE shall without delay report to the corresponding insurance
     companies and to the LESSOR each and every loss, regardless of its scope,
     even if such loss does not lead to any apparent damage.

2.   In the case of a loss which destroys all or part of "the building" and
     which is followed by reconstruction, the LESSEE shall take out, for the
     joint account [of the parties], a "STRUCTURAL DAMAGE" contract pursuant to
     the terms of the Law of January 4, 1978, a "FULL-COVERAGE CONSTRUCTION
     SITE" contract covering all damage suffered by the structure during the
     construction until its acceptance, not exceeding the construction cost, and
     a "PROJECT SUPERVISOR LIABILITY" contract vis-a-vis the neighbors and third
     parties for the transaction constituting the leasing agreement, not to
     exceed the guarantee amounts normally obtained on the French insurance
     market.

     The LESSEE agrees hereinafter to evidence the execution of the contracts
     set forth above and of the "DECENNIAL CIVIL LIABILITY" contract pursuant to
     the provisions of the Law of January 4, 1978 executed by all persons
     subject to the duty to obtain insurance, including the LESSEE.

3.   In the event that the property leased is destroyed or damaged while the
     guaranty of the insurance companies can not (or only insufficiently) be
     called, the LESSEE shall assume the entirety (or the remainder) of the
     expenses necessary for the reconstruction of the property having suffered
     the loss, to which the LESSEE agrees unless he exercises the options
     exercised [SIC - provided] under paragraphs B and C (early rescission of
     the leasing agreement).


<PAGE>


                                    [Page 24]

4.   The amount of compensation which may be owed by the insurance companies as
     the result of a partial or total loss which occurred on the leased premises
     shall be negotiated by the LESSEE in the presence of the LESSOR or duly
     communicated to the latter.

     The LESSEE shall be responsible for paying, during the term of the amicable
     dispute or of the court procedure, all rental payments which come due. The
     LESSEE shall furthermore pay directly to or reimburse the LESSOR for all
     expenses, charges and fees which may be owed.

B.   Partial Loss

In the case of partial destruction of "the building" constituting the subject
matter of the leasing agreement, the LESSEE shall not be entitled to rescind
this present agreement, demand payment of any compensation whatsoever nor a
reduction in rent.

The LESSEE shall be responsible for restoring the damaged/destroyed building at
its sole expense, risk and peril after having obtained the necessary
administrative authorizations. The LESSOR in turn agrees to use all compensation
it may receive from the insurance companies, after deduction of all taxes and
duties which may be levied on such compensation, for the payment of the
reconstruction work of the building.

This present agreement shall remain in effect until its normal end and pursuant
to the terms set forth in this present instrument.

In case the restoration can not take place in the absence of the necessary
administrative authorizations and the normal use of "the building" can not
occur, the LESSEE has the following options:

-    to uphold this present leasing agreement for that part of "the building"
     which was not destroyed; in this case, the amount representing the rental
     share shall be reduced from the date on which the LESSOR receives the
     compensation paid by the insurance companies, after deduction of the fees,
     taxes and duties levied on such compensation, which are kept by the LESSOR,

-    to demand the rescission of the leasing agreement pursuant to the terms set
     forth in Article 9 below, if the loss occurs before ten years have elapsed,

-    to demand the realization of the promise of sale such as set forth in
     Article 8 below.

In the latter case, the price shall be calculated as described in Article 8
"Promise of Sale", Item b.

From the price determined as above, the amount, net of any charges, taxes and
duties, of the compensation paid by the insurance company to the LESSOR shall be
deducted. In turn, any taxes and duties which may be incurred by the LESSOR as
the result of such early realization of the promise of sale shall be added to
such price.

Finally, the terms of the sale realized in such a manner for the benefit of the
LESSEE shall be those set forth in Section III of this present agreement.


<PAGE>


                                    [Page 25]

C.   TOTAL LOSS

In the event of a loss which results in the total destruction of "the building",
the LESSEE shall be entitled to:

-    reconstruct "the building" destroyed at its sole expense, risk and peril
     after having obtained the necessary administrative authorizations. The
     LESSOR in turn agrees to use all compensation it may receive from the
     insurance companies, after deduction of all taxes and duties which may be
     levied on such compensation, for the payment of the reconstruction work of
     "the building".

     This present agreement shall remain in effect until its normal term and
     pursuant to the conditions set forth in this present agreement.

-    to demand the rescission of the leasing agreement pursuant to the terms set
     forth in Article 9 below,
[or]
-    to demand the realization of the promise of sale such as set forth in the
     paragraph "Partial Loss".


ARTICLE 7 - VALUE-ADDED TAX

This present transaction is subject to value-added tax at the option of the
LESSOR.


                          SECTION III - PROMISE OF SALE


ARTICLE 8 - PROMISE OF SALE

Within the scope of the provisions set forth in Article 1-2(o) of the Law No.
66-455 of July 2, 1966, modified by the Ordinance No. 67-837 of September 28,
1967, pertaining to leasing agreements, the LESSOR promises to sell to the
LESSEE "the building" above constituting the subject matter of this present
instrument.

The LESSEE accepts the option offered, although without committing itself in any
fashion to exercise it, reserving the right to use such option as it deems fit
by the deadlines and pursuant to the terms specified.

The realization of the promise of sale can be requested by the LESSEE

-    on the expiration date of the leasing agreement,

-    during the term of the leasing agreement, although only at the end of the
     tenth year following the effective date of this present agreement and
     solely at each anniversary date of such effective date of the leasing
     agreement.

The request for realization of such promise of sale shall be formulated by means
of a certified letter with return receipt, addressed to the LESSOR with six
months' advance notice.



<PAGE>


                                    [Page 26]

The validity of this request for realization is subordinate to perfect
compliance by the LESSEE or its possible assignees with all duties and covenants
arising out of this present leasing agreement and subject to the proviso that it
be accompanied by a bank guarantee to ensure the payment of a sum sufficient to
cover the entire purchase price as well as the expenses and charges resulting
from such purchase.

The sale shall be carried out by means of a notarized document to be received by
the notary of the LESSOR, with the consent of the notary of the LESSEE; all
expenses, charges, duties and emoluments related with such sale shall be borne
by the LESSEE.

The sale shall occur pursuant to the usual and statutory terms and without any
guarantee by the LESSOR, in terms of its capacity as SELLER, pursuant to Article
1641 Civil Code and based on a price to be paid in cash on the signing date of
the certified sales instrument, which may vary depending on the conditions set
forth below:

a)   Sale upon Expiration of the Leasing Agreement

In the event that the sale takes place upon expiration of the leasing agreement,
the price shall be equivalent to one French Franc.

b)   Sale during the Term of the Leasing Agreement

In the event that the sale takes place during the term of the leasing agreement,
the price shall be equivalent to:

-    the purchase price upon expiration of the leasing agreement, as set forth
     above,

-    plus the sum resulting from an update, at a rate of 8.5% [8 %?] at the
     realization date of the promise of sale, of the rental payments remaining
     outstanding until the end of the leasing agreement and readjusted at such
     date pursuant to the terms set forth in Article 2 B above.

In case the LESSEE requests the realization of the sale prior to the expiration
of the period set forth in Article 210, Attachment II of the C.G.I, the LESSOR
shall then be under obligation to pay back a proportional part of the V.A.T.
levied on the investment and recovered prior thereto; as a result thereof, in
this case, the LESSEE agrees to pay to the LESSOR, beyond the price set forth
above, the amount of V.A.T. to be paid back by the LESSOR pursuant to Article
210, Attachment II of the C.G.I.

The LESSOR shall at the same time provide the LESSEE with the statement allowing
the latter to recover the V.A.T. paid in such fashion.


<PAGE>


                                    [Page 27]

                             SECTION IV - RESCISSION

ARTICLE 9 - RESCISSION BY THE LESSEE

This present leasing agreement can be rescinded, at the request of the LESSEE,
under the following circumstances:

1.   The rescission can only occur prior to the end of the tenth year and shall
     come into effect at the end of the then current leasing year.

2.   The LESSEE shall communicate to the LESSOR, by means of a certified letter
     with return receipt, its intention to rescind the agreement at least six
     months prior to the month on which it wishes such rescission to take
     effect.

3.   The LESSEE shall pay to the LESSOR, no later than by the effective date of
     the rescission, a rescission compensation equivalent to the cumulative
     amount of the rental payments, exclusive of taxes, remaining from the
     effective date of the rescission until the term set forth in this present
     agreement; such amount shall be readjusted at such date pursuant to the
     terms set forth in Article 2 B above, plus V.A.T.

4.   The LESSEE shall return to the LESSOR, no later than by the effective date
     of the rescission, "the building" in perfect conditions of maintenance and
     repairs and free from any tenancy or occupation.

5.   In the event that, between the rescission date and the normal end date set
     forth in this present instrument, the LESSOR should assign "the building"
     constituting the subject matter of this present instrument to a third
     party, the LESSOR shall be under obligation to pay to the LESSEE, provided
     the latter has complied with all its obligations arising out of this
     present agreement and, in particular, paid the compensation set forth
     above, the net amount of the proceeds of the assignment, after deduction of
     the expenses and charges incurred by the LESSOR and for which the LESSEE
     would normally have been responsible if the LESSEE had remained on the
     premises, as well as the charges, taxes, duties and fees which may result
     from the rescission of this present instrument and of the amount of the
     contributions to the amortization and contingency accounts pertaining to
     "the building" identified above during the period elapsed between the
     rescission date and the assignment date.

     Under no circumstances, however, must the amount to be paid to the LESSEE
     exceed the amount of pre-tax rent remaining outstanding between the date of
     the assignment by means of a certified instrument and the term provided for
     under this present agreement, if such agreement would have remained in
     effect for its full term, and such amount shall be readjusted on aforesaid
     date pursuant to the provisions set forth in Article 2 B above.

     The parties agree that the terms of the sale (or of the lease contemplated
     in Paragraph 6 below) which the LESSOR may grant shall be subject to its
     sole diligence and its exclusive discretion, without any intervention by
     the LESSEE.



<PAGE>


                                    [Page 28]


6.   In the event that, between the rescission date and the term set forth in
     the agreement, the LESSOR leases "the building" constituting the subject
     matter of this present instrument to a third party, whether on the basis of
     a pure and simple lease or of a leasing agreement, the LESSOR shall pay to
     the original LESSEE, provided the latter has complied with all its
     obligations arising out of this present agreement and, in particular, paid
     the compensation set forth above, the rental payments proceeding from the
     new tenant during their respective month of collection, after deduction of
     a sum equivalent to 10% of the pre-tax amount of each rental payment for
     management expenses and of any possible expenses, duties or taxes,
     including the amount of contributions to the amortization and contingency
     accounts related with the properties identified above during the period
     which has elapsed between the rescission date and the effective date of the
     new lease; such payments must not exceed the amount of rent which would
     have been owed by the original LESSEE in case this present agreement had
     not been rescinded.

     These payments are furthermore only owed by the LESSOR until the end of the
     term set forth in this present agreement.

     All possible expenses, charges, duties and fees resulting from the
     implementation of this present Article "RESCISSION" shall be borne by the
     LESSEE.


ARTICLE 10 - RESCISSION BY THE LESSOR

Upon non-payment of a single rental payment when due, as in the event of any
non-payment of any sum to be paid by the LESSEE pursuant to the terms of this
present instrument, or in the case of non-fulfillment of any term of this
present instrument, this present leasing agreement shall be rescinded by
operation of law, if the LESSOR deems it fit to do so, one month after simple
notification of non-payment or non-compliance or one month after an order to pay
has been communicated to the LESSEE; the declaration of such rescission in court
shall not be required.

The LESSOR shall resume free disposal over "the building" by simple eviction of
the LESSEE by injunction, and subsequent offers can not interrupt the effect of
this clause [sic]. In this case, the LESSOR shall retain the right of payment of
rent accrued and reimbursement of all sums for which the LESSEE is responsible.

The LESSEE shall furthermore be under obligation to pay to the LESSOR, no later
than on the effective date of the rescission, compensation whose amount shall be
determined as set forth in Paragraph 3 of Article 9 above. In the event that the
premises are assigned or rented again, the stipulations of Paragraphs 5 and 6 of
Article 9 above pertaining to sums to be paid to the LESSEE shall be applicable.


<PAGE>


                                    [Page 29]

                            SECTION V - EXPROPRIATION

ARTICLE 11 - EXPROPRIATION

TOTAL EXPROPRIATION:

In the event that the building is expropriated in its entirety, the leasing
agreement shall be rescinded by operation of law as of the date of the ordinance
resulting in the transfer of property of "the building" to the expropriating
entity.

However, since enjoyment of "the building" may only be granted to the
expropriating entity after payment to the LESSOR of the expropriation
compensation, the LESSEE shall owe to the LESSOR, as of the date of the
aforementioned ordinance and until actual payment of the expropriation
compensation, at which time "the building" must be released without delay, an
occupation compensation equivalent to the amount of the rental payments and
rental surcharges owed for such period; such compensation shall be payable
pursuant to the same terms and at the same times as the rental payments and
rental surcharges.

On the other hand, if the compensation paid to the LESSOR represents, after
deduction of all fees and expenses incurred by reason of the expropriation and
of all taxes that remain outstanding, in particular in terms of capital gains,
an amount higher than the amount resulting from the update of the actuarial rate
of 8% of the rental payments remaining outstanding until the end of the leasing
agreement and readjusted as of the day of payment of the expropriation
compensation pursuant to the terms set forth in Article 2 B above, the LESSOR
shall immediately pay to the LESSEE the difference between these two amounts.

Otherwise, the LESSEE shall be under obligation to immediately pay this
difference to the LESSOR; it shall be specified that the security interest of
the LESSOR in the furniture on the rented premises shall also guarantee payment
of such difference in terms of payment of above compensation.

PARTIAL EXPROPRIATION

In case "the building" is only expropriated in part, the leasing agreement shall
remain in effect for the portion not expropriated. The amount of the leasing
agreement, readjusted pursuant to the same terms as the rental payments, shall
be decreased, from the day on which the expropriation compensation is received
by the LESSOR, by a sum equivalent to the amount of the compensation, after
deduction of all expenses proven by the expropriation manager and of all taxes
owed, in particular in terms of increases in value.

DISPUTES

The amount of the compensations offered by the expropriating authority can only
be accepted by the LESSOR with the consent of the LESSEE, although the latter
must communicate its response no later than one month after it is notified by
the LESSOR that the LESSOR wishes to accept the offers received. Such
notification shall be made by certified letter with return receipt.

In case the LESSEE disagrees regarding the amount of the compensations accepted
by the LESSOR, the latter shall thereinafter grant the LESSEE all powers to
contest the amount of the compensations before the expropriating entity.


<PAGE>


                                    [Page 30]

In the event that the disputes do not lead to an amicable settlement, the LESSOR
agrees to file, upon the first request to that effect by the LESSEE, any
meaningful court action; the LESSEE shall be under obligation to participate in
such actions.

While the protests are pending and until actual payment of the expropriation
compensation, the LESSEE shall owe the LESSOR:

-    in the event of total expropriation: an occupation compensation equivalent
     to the amount of the applicable rental payments and rental surcharges for
     such period;

-    in the event of partial expropriation: all applicable rental payments and
     rental surcharges for such period; the reduction in rent contemplated above
     can only take effect as of the day on which the compensation is actually
     paid.

The LESSEE shall furthermore be under obligation to directly pay to or reimburse
the LESSOR for all expenses, charges and fees which may be owed.


                      SECTION VI - MISCELLANEOUS PROVISIONS


ARTICLE 12 - DECLARATIONS

The representative of the LESSEE declares that he is not currently and never has
been subject to judicial reorganization or liquidation or suspension of payments
and that he is current in terms of payment of taxes and contributions to the
Administrations of direct and indirect Social-Security contributions.

ARTICLE 13 -LEASING AGREEMENT AS COLLATERAL

The LESSEE agrees to refrain from providing as liens or collateral to any person
other than the LESSOR the intangible elements from which it benefits under this
present leasing agreement.

ARTICLE 14 -PUBLICATION OF REAL ESTATE TRANSACTIONS

A notarized copy of this present instrument shall be published, in accordance
with the law, at the corresponding Mortgage Registry through the undersigned
associate notary.

The parties declare to have knowledge of the following:

-    for payment of the real-estate publication tax, that the cumulative amount
     of the rental payments and charges is TWENTY MILLION TWO HUNDRED FIFTY
     THOUSAND FRENCH FRANCS (20,250,000 French Francs), exclusive of taxes.


<PAGE>


                                    [PAGE 31]

-    for the purpose of collection of the salary of the Mortgage Administrator,
     the cumulative amount of the rental payments and rental surcharges,
     including V.A.T., is TWENTY FOUR MILLION SIXTEEN THOUSAND FIVE HUNDRED
     FRENCH FRANCS (24,016,500 French Francs).

The unredeemed part of the price to be paid by the LESSEE for the realization of
the promise of sale is estimated to amount to one French Franc.

                                     POWERS

To comply with the formalities of publication of real-estate transactions, the
parties - acting in pursuit of a common interest - grant all powers to all
clerks of the notary office identified in the headers of this present instrument
for the purpose of preparing and signing any additional instruments correcting
this present instrument to make the same compliant with the mortgage and land as
well as civil registry records.

ARTICLE 15 - ELECTION OF DOMICILE - SPECIFICATION OF JURISDICTION

The parties elect the following domiciles:

-    THE LESSOR: its corporate headquarters.
-    THE LESSEE: its corporate headquarters.

Any dispute arising out of the performance of this present instrument shall be
submitted to the competent Court of PARIS.

ARTICLE 16 - FEES

All expenses, duties, taxes and fees, whether in the present or in the future,
related with this present instrument or which may directly or indirectly be its
result or consequence, in particular in terms of the notarized instrument
required to evidence the transfer of property to the LESSEE during the
realization of the promise of sale stipulated in SECTION III, shall be at the
sole expense of the LESSEE.

WHEREOF INSTRUMENT    IN VIVO [HANDWRITTEN NOTES]   -  six pages


Executed and issued in PARIS (8th Arrondissement), 25 Avenue George V,

On the day and in the month and year indicated above.

Having read this present instrument, the parties signed it together with the
undersigned notary.

[HANDWRITTEN NOTES]

(1)      p 5:     workshops and annexes ./. (reference mark 20)
(2)      p 5:     workshops ./.
(3)      p 6:     workshops and premises ./.
(4)      p 9:     paid ./.

[BOTTOM OF THE LEFT-HAND MARGIN]
Reference marks: 5
Blank spaces crossed out: 0
Full lines: 0
Words voided: 3
Numbers voided: 0


<PAGE>


                                    [Page 32]

[Handwritten note]

p 14: (5) except as concerns the subleasing agreements granted to companies
      of the GUERBET group, to the extent that they comply with the above
      provisions.


                         [THREE SIGNATURES - ILLEGIBLE]


Reference mark (6) page 7: Joined to form the land registry parcel section F No.
1848, a place by the name of "La Briqueterie" with a surface of 1 hectare 15
ares [and] 4 square meters, according to the land registry record No.
1809 dated August 30, 1984./.

(Reference mark specifically approved as not included in the final remark).

                              Signature [ILLEGIBLE]

                              Signature [ILLEGIBLE]



<PAGE>


                                    [Page 33]
                                                                         Page: 1
                                  ATTACHMENT 1

               AMORTIZATION SCHEDULE FOR THE ACCOUNT GUERBET S.A.
   Annexed to the Copy of an Instrument Received by the Undersigned Associate
                           Notary on October 28, 1991


INVESTMENT:                12725318.41 F
TRANSACTION DATE:          October 1, 1991
TERM:                      15 YEARS

[Column Headings, from left to right]

NUMBER
PAYMENT DATE
OUTSTANDING AFTER PAYMENTS
AMORTIZATION
INTEREST
AMOUNT OF PAYMENTS
REGRESSIVE CUMULATIVE AMOUNTS

[Last row]

TOTALS


<PAGE>


                                    [Page 34]
                                                                         Page: 2

               AMORTIZATION SCHEDULE FOR THE ACCOUNT GUERBET S.A.

INVESTMENT:                12725318.41 F
TRANSACTION DATE:          October 1, 1991
TERM:                      15 YEARS

[Column Headings, from left to right]

NUMBER
PAYMENT DATE
OUTSTANDING AFTER PAYMENTS
AMORTIZATION
INTEREST
AMOUNT OF PAYMENTS
REGRESSIVE CUMULATIVE AMOUNTS

[Last row]

TOTALS


<PAGE>


                                    [Page 35]

CERTIFIED AUTHENTIC COPY produced by an approved xerographic printer on
twenty-nine pages, precisely collated and in conformity with the record bearing
a reproduced remark indicating the number of reference marks, blank spaces
crossed out as well as lines, words, and numbers voided.

Signature [ILLEGIBLE]

Signature [ILLEGIBLE]