<PAGE>

                                                                   EXHIBIT 10.10

                                 LEASE AGREEMENT

Entered into at the city of San Jose, on the twentieth day of the month of May
of the year 2003, between:

         KPMG FIDES (COSTA RICA) S.A., corporate identification number three-one
         hundred one-one hundred seventy one thousand nine hundred eighty five,
         as Trustee (the "Lessor") of the Global Park's Guaranty Trust ("Trust
         Agreement"), executed on March 23, 2001, represented in this act with
         enough power by ALFONSO AMEN CHEN, personal identity card number
         two-three hundred fifty six-three hundred eleven, legal authority duly
         recorded in the Mercantile Section of the National Registry under books
         eight hundred ninety six, nine hundred forty, one thousand two hundred
         ninety, pages two hundred fifty one, forty four, one hundred seventy
         five, and entries three hundred nineteen, sixty four, two hundred four.

         PARQUE GLOBAL S.A., corporate identification card number three- one
         hundred one- two hundred thirty thousand five hundred seventy eight,
         (the "Developer"), registered in the Mercantile Section of the Public
         Registry under book one thousand one hundred twenty six, page two
         hundred seventy one, entry three hundred seventeen, represented in this
         act with enough power by Carlos Wong Zuniga, personal identity card
         number one- six six four- nine eight nine, legal representation duly
         recorded in the Mercantile Section of the Public Registry under book
         one thousand three hundred sixty five, page one hundred ninety one,
         entry one hundred ninety one.

for the one part and for the other,

         Novacept, Federal tax ID Number 770339123 (the "Lessee"), incorporated
         in the Estate of California; Corporate Address 1047 Elwell Court, Palo
         Alto California 94303, United Estates. Represented in this act with
         enough power granted by Donald R. Nathe; of legal age, bearer of the
         passport number 053930087, permanent resident of 558 Lincoln Avenue
         Palo Alto, California, 94301.

1.- Whereas the Lessee desires to lease a new building located in Global
Industrial Park and Free Trade Zone, part of the "Condominio Global" (the
"Condominium"), condominium identity number 3-109-328791, a condominium
registered in the Costa Rican Public Registry, Province of Heredia, Property
Number M-001679, Lot Number Five, registered in the Public Registry Property of
Heredia, Property Number H-4033936F-000, of which approximately 2,468 sq. mts.
(26,565 sq. ft.) constitutes the leased real estate (the "Real Estate"), to be
utilized for the manufacture and assembly of medical devices and related and
ancillary products and lines of business.

2.- Whereas the Real Estate forms part of a bigger property which has been
transferred to KPMG Fides (Costa Rica) S.A. in trust, through the GLOBAL
GUARANTY TRUST ("Trust Agreement"), executed on March 23, 2001, by Parque Global
S.A. as Grantor of the Trust Agreement, and Scotiabank de Costa Rica S.A. as
main Beneficiary of the Trust Agreement;

Page 1 of 20

<PAGE>

3.- Whereas the Grantor and the main beneficiary of the Trust Agreement have
instructed KPMG Fides as a Trustee to enter into this lease agreement, and all
parties acknowledge that KPMG Fides will act in accordance with the instructions
received by the main beneficiary and the Developer, and expressly agree that
KPMG Fides enters into the present Agreement acting solely as trustee of the
Trust. Consequently, KPMG Fides' obligations and duties in relation with this
Agreement are limited to its execution;

Now therefore in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties have agreed to execute this lease agreement:

SECTION ONE: OF THE LEASED GOOD

1.00 BACKGROUND, STATUS, AND OWNERSHIP OF THE REAL ESTATE

         The Trustee is the fiduciary owner of record of the real property
         registered under the computerized "folio real" system of the National
         Registry number one hundred seventy eight thousand six hundred fifty
         five - zero zero zero (178.655-000), Province of Heredia (hereinafter
         referred to as "the Land"). Such registration corresponds to a piece of
         land with the nature, location, boundaries, measures, and other legal
         characteristics as identified in the National Registry. On such real
         estate is located the Free Trade Zone and Industrial Park identified as
         "Global Park", which is being operated and being developed by Parque
         Global, S. A.. Such Free Trade Zone Status was granted by the Executive
         Agreement number twenty nine-ninety nine, published in the official
         newspaper, "La Gaceta", number forty-one, on March first of nineteen
         hundred ninety nine. As of the signature of this Agreement, the
         Developer acknowledges and accepts before the Trustee and the Lessee
         that it will be responsible before the Lessee for any and all of the
         obligations and liabilities derived from the ownership of the Real
         Estate beyond the mere fiduciary ownership of the Real Estate held by
         the Trustee. In the same manner, the Developer will have before the
         Lessee the power to exercise the rights and faculties derived from the
         mere ownership of the Real Estate that go beyond the mere fiduciary
         ownership of the Real Estate held by the Trustee, all of which is
         hereby acknowledged and accepted by the Lessee and the Trustee.

1.01     ACCEPTANCE BY THE DEVELOPER OF THE COMPROMISES STATED IN THE AGREEMENT

         PARQUE GLOBAL, S. A., as Grantor of the Trust Agreement described in
         this contract, and as Developer of Global Park, acknowledges, accepts
         and guarantees to the Lessee and the Lessor the compliance and
         fulfillment of all the covenants and obligations which require its
         participation in accordance with the terms and conditions established
         in this contract, and that it will hold the Lessor and its assets
         harmless from any liability arising from any obligation, loss, damage,
         penalty, tax liability, claim, lawsuit, expense or disbursement,
         including but not limited to legal fees or expenses resulting directly
         or indirectly from the

Page 2 of 20

<PAGE>

         non-compliance on behalf of the Developer of any of the provisions
         contained in this Agreement; and will therefore proceed to subscribe
         this document as a symbol of its acceptance and compromise.

SECTION TWO: OF THE LEASED REAL ESTATE

2.00 LEASED REAL ESTATE

         The Lessor rents out to the Lessee, who accepts, a manufacturing
         building located in a section of Condominium lot number five with the
         characteristics and conditions that are stated in the contract herein
         (the "Leased Real Estate"), with an approximate constructive dimension
         of two thousand four hundred sixty eight square meters (2,468 sq.
         mts.), (which is equivalent to twenty six thousand five hundred and
         sixty five square feet).

         The purpose of the Leased Real Estate shall be exclusively for the
         manufacture, assembly, storage, warehouse and office use of medical
         devices and related and ancillary products as well as related lines of
         business. The Lessee shall not alter the purpose of the Leased Real
         Estate without manifest and written authorization of the Lessor and the
         Developer. As stated in article 4.00 of this Agreement, it is
         understood that Lessee shall at all times comply with all the
         corresponding municipal and governmental regulations in the carrying
         out and execution of its activities, as may be, but are not limited to,
         the Health Ministry's regulations.

2.01     REAL ESTATE CONDITIONS

         The Lessee shall receive the Leased Real Estate according to the
         conditions of this clause and with the conditions and characteristics
         described in the documents that jointly conform EXHIBIT ONE of this
         contract that the Lessee understands and accepts without objections.
         The Leased Real Estate shall conform to all requirements conditions,
         restriction and encumbrances of the covenants and internal regulations
         attached as Exhibit Two(CC&R's) and all rules regulations statutes
         ordinances, laws and building codes (collectively "Laws") applicable
         thereto and will provide the construction quality guarantees required
         under these Codes. Lessee shall not be required to construct or pay the
         cost of complying with any CC&R's or laws required for the construction
         of Leased Real Estate.

2.02     ADDITIONAL FACILITIES

         In addition to any other facility specifically included in this lease
         agreement, the Leased Real Estate shall comprise: (a) Parking.- The
         Leased Real Estate includes nine parking spaces in the front of the
         building and seven parking spaces on a satellite parking area located
         within walking distance for standard-sized vehicles, outlined by road
         demarcations according to the country's standards and to the plans and
         specifications that are an integral part of the present Agreement and
         which have been enclosed as EXHIBIT ONE. Parking spaces are
         specifically referred to those located within the Leased Real Estate;
         in

Page 3 of 20

<PAGE>

         case any additional parking spaces shall be required, the Developer
         will assign them at its convenience and Lessee will pay a forty dollar
         ($40.00) monthly fee for each of them; (b) Common areas. The Lessee can
         make use of the Industrial Park's common areas according to the
         regulations and specifications included in the Global Park's Internal
         Regulations (CC&R's) and its subsequent amendments, which have been
         enclosed as an integral part of this Agreement in its current form as
         EXHIBIT TWO; (c) Sewage Treatment Plant.- The Lessee shall make use of
         the sewage treatment plant located in the Park, according to the usage
         regulation included as EXHIBIT THREE.

2.03     SPECIAL EQUIPMENT AND SYSTEMS

         The Lessee may request, at its own expense, the installation of certain
         special systems and equipment in the Leased Real Estate in accordance
         with CC&R's.

SECTION THREE: OF THE RENT AND LEASE TERM

3.00. RENT

         The monthly rent to be paid for the Leased Real Estate (the "Rent") by
         the Lessee during the first twelve months of the contract's term shall
         be sixteen thousand four hundred and seventeen dollars (US$ 16,417.00)
         Legal currency of the United States, equivalent to $7,41 per square
         foot per year. The Lessee shall begin making such payments after the
         Date of Delivery in accordance with the terms and conditions stated
         herein. As of and starting on the thirteenth month of the contractual
         term, and until the expiration of the present contract, the monthly
         Rent shall undergo a five percent yearly increase, using as basis for
         such increase the Rent paid in the last month of every twelve month
         period ("Annual Increase Rate"). The effective rental fee in each
         period shall be paid monthly and in advance within the first five
         calendar days of each month. Payments can be made in cash, check, or
         electronic transfer to the Developer's account, whose validity remains
         subject to its approval. In this last case, the Lessee shall notify in
         writing to the Developer, the date in which the transfer was executed,
         and such payment shall be deemed made on the date on which the transfer
         is credited by the Developer's bank. All applicable transfer fees or
         bank charges must be paid by the Lessee. For purposes of this
         Agreement, the Developer's address shall be the address in effect where
         payments should be made. In the event that the beginning or end of the
         term of this Lease is not the first of a month, rent shall be prorated
         such that Lessee shall only pay the portion of the rent allocated to
         the portion of the month the Leased Real Estate is occupied by the
         Lessee. In case of default by the Lessee of the obligation contained
         herein, there shall be a cure period to remedy the situation as
         described in section 6.01, Rent shall not include, and Lessee shall
         not be required to pay as Rent or otherwise any "Ordinary or
         Extraordinary Maintenance Fees", except for Service Agreement
         (reference clause 4.15) and CC&R's fees or any other fees as agreed to
         by both parties.

3.01     TERM OF THE LEASE

Page 4 of 20

<PAGE>


         The lease shall be effective as of the Date of Delivery (as defined in
         Section 3.02 hereof) to Lessee of the Leased Real Estate, and shall
         have a duration of five (5) years thereafter (the "Initial Term").
         Lessee shall have the right, so long as it is not in default under the
         terms of the Lease Agreement, by sending a written notice to Lessor and
         Developer upon not less than six (6) months prior to the foreseen
         expiration of the lease term in effect, to extend the Lease for an
         additional five (5) year term (the "First Extended Term"). Lessee shall
         have the right to extend the Lease for an additional five (5) year term
         (the "Second Extended Term"), under the same terms and conditions
         required for the First Extended Term. The rent for the First and Second
         Extended Terms will be set by the Annual Increase Rate for the monthly
         rent in effect at the last month of the Initial Term or the First
         Extended Term for the subsequent Second Extended Term.

3.02     LEGAL EFFECT OF THE AGREEMENT

         The Agreement's legal effects regarding the use and enjoyment rights,
         as well as its obligations as park tenants, shall commence as of the
         date of delivery of the Leased Real Estate. The Date of Delivery of the
         Leased Real Estate (the "Date of Delivery") shall be understood as the
         date in which the Leased Real Estate has been completed according to
         the construction details stated in EXHIBIT ONE. As of the Date of
         Delivery, the building will be substantially completed by the Developer
         for purposes of the occupation by the Lessee i) for having been
         completed in more than ninety-five percent, according to the completion
         percentage indicated by the appointed inspectors, based in the
         construction agreement and any improvements as listed in EXHIBIT ONE,
         to this Agreement, ii) in compliance with all applicable Laws and
         permits included in Clause 2.01 iii) Lessee shall have been permitted,
         at any time after concrete floor has been cured, early access to the
         warehouse area of the Leased Real Estate prior to the Date of Delivery
         for the purpose of the Lessee's improvements, iv) such that there are
         no conditions existing, or items remaining to be completed, as would
         interfere with Lessee's occupancy and use of the space for the
         permitted use under this Lease, v) the Leased Real Estate will be in
         good condition and repair, and the electrical, mechanical HVAC plumbing
         and other systems serving the Leases Real Estate and described in
         Exhibit One will be in good condition and repair. In the event that the
         Lessee does not agree with any of the above mentioned conditions, the
         dispute shall be submitted to an Engineers and Architects Board
         Arbitration process, and its final resolution must be accepted by the
         Lessee and the Developer. In any event, the portion of the works that
         have not been concluded at the Date of Delivery shall be finished in a
         term not greater than thirty calendar days, unless otherwise stated.
         Notwithstanding anything to the contrary in this Lease, Lessee's
         acceptance of the Leased Real Estate shall not be deemed a waiver of
         Lessee's right to have defects in the Leased Real Estate repaired at
         Developer's sole expense. Lessee shall give notice to Developer
         whenever any such defect becomes reasonably apparent, and Developer
         shall repair such defect as soon as practicable.

Page 5 of 20

<PAGE>

3.03     DELAYS ATTRIBUTABLE TO THE DEVELOPER

         If for causes attributable to the Developer, its contractors, agents or
         employees, the delivery of the Leased Real Estate does not take place
         before the twenty four weeks after the date of signature of this Lease
         Agreement, the Developer shall acknowledge in favor of the Lessee a
         fine, as a fixed and sole compensation for damages or losses,
         equivalent to a day's rent per calendar day of delay, which shall be
         estimated by dividing the applicable rental fee for the first period
         by thirty. The relevant fine shall be deducted by applying a twelfth of
         the amount in each of the first twelve months of the Lease Agreement's
         legal term. Notwithstanding anything to the contrary contained herein,
         in the event that for any reason the Leased Real Estate is not
         delivered for possession by Lessee in the condition required by Section
         3.02 hereof on or before December 31, 2003, Lessee shall have the right
         to terminate this Lease. The Lessee accepts that it shall not present a
         claim against the Developer or attempt to collect any losses, damages,
         penalties, expenses, disbursements or amounts, including but not
         limited to, legal fees or expenses, request a sum for damages or losses
         if due to force majeure, acts of God, or other causes not attributable
         to the Developer, it is not possible to deliver the property on the
         date convened in the clause herein. In such case, the Developer will
         return the security guarantee deposit to the Lessee, as fixed and sole
         indemnification for the termination of the contract. Once the Lessee is
         indemnified, it guarantees and acknowledges that it will not file any
         lawsuits or claims to recover additional amounts from the Developer or
         from the Lessor, hence the Lessee will hold the Developer and the
         Lessor harmless after having received the indemnification amount.

3.04     SECURITY DEPOSIT

         With the execution of this Agreement, the Developer has received from
         the Lessee, one hundred and three thousand nine hundred and sixty two
         dollars (US$103,962.00) an amount equivalent to six months rent to be
         retained by Developer as a security deposit (the "Deposit") The Deposit
         shall serve as a guarantee to cover the payment of outstanding
         services, repairs and any other obligation derived from this Agreement,
         to the Developer's satisfaction. The Developer shall have the right,
         but not the obligation, to use the Deposit to settle outstanding rent
         payments. If all or part of the Deposit were used by the Developer for
         any of the aforementioned items, the Lessee shall have an obligation to
         reinstate the used amount within five (5) calendar days following
         notice of its use by the Developer, unless such use is made upon
         termination of the lease, in which case the remnant, if any, shall be
         returned by the Developer to the Lessee in the sixty (60) calendar days
         following the date on which this Agreement is terminated, and prior
         verification that all utilities bills corresponding to the Lessee are
         fully paid. The Deposit shall not bear any interest for the benefit of
         the Lessee.

SECTION FOUR: OF THE LESSEE'S RIGHTS AND OBLIGATIONS

4.00 RESTRICTIONS OF THE LEASED REAL ESTATE

Page 6 of 20

<PAGE>

         The Lessee: (a) shall not modify the purpose of the Leased Real Estate
         without prior authorization of the Developer which authorization shall
         not be unreasonably withheld or delayed; (b) shall not carry out,
         within the Real Estate, any type of activity that produces noises,
         smells or disturbing activities to other occupants of Global Park or
         other neighbors of the area where the Leased Real Estate is located,
         and that the execution of such activities shall at all times comply
         with the corresponding local and national regulations; (c) accepts that
         the activities performed in the Leased Real Estate shall not produce
         emanations that can adversely affect the environment or people's
         health, and that the execution of such activities shall at all times
         comply with the corresponding local and national regulations; (d) shall
         not use the Leased Real Estate for the storage of flammable or
         dangerous substances, materials or chemicals unless such substances,
         materials or chemicals are used in their manufacturing operations. In
         these cases, the Lessee must communicate in writing such circumstance
         to the Developer, including a list describing such items. The
         substances, materials, or chemicals should be property stored in
         accordance with the applicable laws, regulations, and any other safety
         provisions. In case of default by the Lessee of the obligations
         contained herein, it will have a cure period to amend the situation as
         described under section 6.01.

4.01     PARK REGULATION

         The Lessee shall respect at all times the Global Park's Condominium
         Bylaws, in its current text and its amendments. Said regulations, which
         the Lessee is cognizant and accepts, shall be enclosed to the contract
         herein as EXHIBIT TWO.

4.02     REPAIRS AND IMPROVEMENTS

         The Developer shall be obligated to maintain, at its expense, of the
         Leased Real Estate in general, including but not limited to, the
         exterior structural elements, exterior pluvial, and sewage water
         systems, and interior building systems as define at Exhibit One as well
         as pay for all other maintenance fees or repairs derived from the
         normal wear and tear of the Leased Real Estate. The Developer shall
         cooperate with Lessee to enforce ail such warrantees with respect to
         the Leased Real Estate which will reduce Lessee's maintenance
         obligations, but shall not be obligated to maintain at is expense the
         interior of the Real Estate in general, even if such maintenance could
         be considered as necessary because of the normal wear and tear of the
         building. The Lessee shall bear the cost of any other repair such as
         broken glasses, burnt light bulbs, gaskets and, generally, any service
         accessory or accessories incorporated to the Real Estate, except for
         those generated by the normal wear and tear of the Real Estate. Any
         damages or repairs caused or generated by the Lessee's negligence or
         willful misconduct shall run at the Lessee's expense, as well as all of
         the secondary elements added to the Leased Real Estate on behalf of the
         Lessee, except as set forth in section 5.11 below. Without affecting
         the above, the Lessee shall not, without the prior written consent of
         the Developer which shall not be unreasonably withheld or delayed, make
         changes or adjustments to the Leased Real Estate, even if related to
         indoor or outdoor maintenance works. It shall not be necessary to

Page 7 of 20

<PAGE>

         obtain prior consent from the Developer to make indoor changes,
         adjustments or maintenance works whenever these do not affect the
         Leased Real Estate's structure or are permanently affixed to the same.
         If authorization is received, all investments, non-removable
         improvements or the removals that once removed may cause damage to the
         Real Estate, shall be for the benefit of the Developer, without giving
         rise to the Lessee to request a deduction in the rent or an economic
         compensation for these upon termination of the lease's term.

4.03     RESPONSIBILITY FOR DAMAGES

         The Lessee shall be liable for any damage or loss incurred to or
         suffered by the Real Estate, which is caused by or attributable to its
         employees, officers and/or agents, or by third parties or clients that
         visit or use the Real Estate, except as set forth in section 5.11
         below. Furthermore, it shall be responsible for the damages caused, by
         any of the aforementioned individuals, to common areas of the Park. Any
         form of damage caused by the Lessee, or any of the aforementioned
         individuals in this clause, shall be repaired by the Lessee, at its own
         expense, without the right to demand from the Developer a reimbursement
         or cost deduction from the lease. Repairs shall be initiated within a
         term no greater than eight calendar days, except in cases of emergency,
         whereby they should be fixed immediately, allowing the Lessee to hire
         the workers it deems suitable. Prior to making the repairs, it shall
         have the approval in writing of the Developer with regards to quality
         and work opportunity. In such cases, the Developer must respond within
         the following twenty-four hours following the receipt of a written
         communication by the Lessee. Should the Developer not respond within
         the aforementioned time frame, the authorization will not be deemed
         granted, but the eight (8) day period will not begin until the day
         after an affirmative response is rendered by the Developer. If repair
         works have not been performed in the aforementioned term, the Developer
         shall notify the Lessee of said noncompliance and it shall provide to
         the Lessee a cure period of eight calendar days ("Cure Period") to
         initiate the repairs. If the Lessee does not initiate the repairs
         within the Cure Period, the Developer can request the termination of
         the Agreement due to non-fulfillment and is fully authorized to deduct
         from the Deposit the necessary amount for repairs, and perform them on
         behalf of the Lessee. By virtue of this clause, the Lessee's liability
         is comprehensive and includes any violation acts to the legal system,
         caused by Lessee's activities in or use of the Leased Real Estate,
         whether by its employees, officers and/or agents or by third parties or
         clients that visit or use the Leased Real Estate, may these be civil,
         labor, environmental, health-related or any other sector, even when
         these acts are not subjected to an economic compensation. In case of
         default by the Lessee of the obligation contained herein, it will have
         a cure period to amend the situation as described under section 6.01.

4.04     ACCIDENTS

Page 8 of 20

<PAGE>

         The Developer and the Lessor do not assume civil, penal, labor, or any
         other type of responsibility, for damages or losses incurred to the
         Lessee or third parties. Notwithstanding the foregoing, in no event
         shall the Lessor or Developer be liable for business losses, motivated
         or as a consequence of accidents caused to it due to the Lessee's
         responsibility, fraud or fault, as well as due to force majeure, during
         the effective term of this lease agreement and its possible extensions.
         In the event of negligence or willful misconduct of the Developer as
         the case may be, the Developer shall be the sole responsible for
         damages or losses incurred to the Lessee or third parties.

4.05     SUBLEASING AND ASSIGNMENT OF RIGHTS

         The Lessee may only sublease or assign this contract, or the rights
         derived from it to its subsidiaries, or branches, provided that: i) the
         Lessee demonstrates the existing relationship; and ii) the assignee or
         subtenant will not use the Leased Real Estate, or any part thereof, for
         any illegal or undesirable activity. Lessee shall remain jointly and
         severally liable against Lessor and Developer for all obligations in
         this Lease, not limited to monetary terms and conditions. Otherwise,
         the Lessee may not sublease the Leased Real Estate, nor fully or
         partially assign this contract, nor the rights that derive from it,
         except by common agreement with the Developer and Lessor, which has to
         be in writing. The Parties hereby agree, that the Lessor can assign
         totally or partially its rights under this Agreement to Scotiabank de
         Costa Rica, S.A., or any other third party in compliance with the terms
         and conditions of the Trust Agreement, terms and conditions that do not
         affect the validity or the effectiveness of this Agreement. The Lessor
         and the Developer herein acknowledge that the provisions set forth in
         the Trust Agreement does not contravene the terms and conditions of
         this Lease Agreement, in accordance with Article twenty four of the
         Urban and Sub-urban Lease Act in effect

4.06     ACQUISITION OF PERMITS

         The Lessee shall be responsible to process and acquire all those
         permits necessary for its operation, in addition to the performance of
         activities carried out within the Leased Real Estate, such as, but not
         limited to, those permits and authorizations necessary for operating
         under a free zone regime. In the event that the Developer authorizes
         the realization of renovations or improvements on the property, the
         Lessee shall assume the costs, exclusively, for the permits,
         authorizations and other necessary acts for their execution. The
         Developer shall cooperate with the Lessee in the acquisition of the
         corresponding permits or authorizations whenever its assistance is
         required for this purpose. In case of default by the Lessee of the
         obligation contained herein, it will have a cure period to amend the
         situation as described under section 7.01.

4.07     SIGNAGE

Page 9 of 20

<PAGE>

         The Lessee shall not place, or allow the placement of signs or notices
         of any type, in any exterior area of the building or common areas of
         the park, other than the clearly designated sites by the Developer for
         these purposes. Moreover, the Lessee shall comply with the signage
         specifications included in the Parque Globals Condominium Bylaws or
         other applicable documents to the Lessee by virtue of the present
         agreement.

4.08     NOTIFICATION OF FAILURES OR ACCIDENTS TO THE DEVELOPER

         The Lessee shall be required to notify the Developer and the Lessor of
         those failures or accidents occurred in the Leased Real Estate that may
         generate civil, criminal, or tortuous liability, directly or
         indirectly, to the Developer and/or Lessor. The notice of said failures
         or accidents should be made by the Lessee within the ensuing
         twenty-four hours of its knowledge. The notification to the Developer
         and Lessor shall nor cause Lessor or Developer to assume additional
         liabilities than those agreed to in this Lease or those imposed by law.

4.09     COMPLIANCE WITH THE LAWS AND APPLICABLE NORMS

         The Lessee shall comply with at its own cost and expense, and execute,
         whenever the case, the provisions of any norms, ordinances, rules,
         orders, acts, regulations, and requirements of the legal system in
         effect applicable to the activities the Lessee shall perform in the
         Leased Real Estate. In particular, but not limited to, it shall comply
         with the corresponding and applicable provisions stated in the Law of
         the Free Zone Regime and its regulations, as well as the Customs Law
         and its regulations. The Lessee shall exclusively bear all expenses
         resulting from the compliance with the legal and judicial system in
         effect.

4.10     PROHIBITION OF COMMON AREAS OBSTRUCTION

         The obstruction of common areas of the Industrial Park with equipment,
         vehicles, machinery, raw material or any other goods owned by the
         Lessee or his/her contractors, employees, dependents or visitors, or
         any other person related with him/her, is expressly prohibited. The
         Lessee must always supervise that common areas are free from
         obstructions caused by any of the persons mentioned in this clause.
         Particularly, the parking of vehicles owned by the Lessee's personnel
         or visitors in the main streets of the Park, is expressly prohibited.
         The Lessee accepts to pay a twenty-dollar fine, plus the cost of the
         obstruction removal resulting from the non-compliance with this
         provision. The amount corresponding to the fine shall be charged in the
         rent corresponding to the next month.

4.11     PROHIBITION OF TRANSIT AREAS OBSTRUCTION

         Sidewalks, entrances, passageways, elevators, stairs, lobbies and other
         common transit areas may not be obstructed, used or occupied
         differently for the entrance

Page 10 of 20

<PAGE>

         or exit of machinery, material, equipment, vehicles or persons,
         depending on the case, related with the activities developed by the
         Lessee. The Lessee must guarantee the compliance with this obligation
         on the part of his/her representatives, contractors, employees,
         dependents, visitors, and other related personnel.

4.12     DELAYS IN THE RENDERING OF SERVICES

         The eventual delay for just cause, or impossibility on the part of the
         Developer to grant a service as indicated per section 4.15, despite
         reasonable efforts, shall not be a reason to exempt the Lessee from the
         obligation to pay Rent or to fulfill any other obligation herein
         established, unless this agreement or the applicable legislation in
         effect expressly indicates or inhibits the operation of the company.

4.13     TRANSFER OF MATERIAL, MACHINERY, OR HEAVY EQUIPMENT

         The Lessee may not move any equipment, goods or heavy machinery in and
         outside the building without the suitable means to avoid damaging the
         constructions located in the Leased Real Estate, and it must be done in
         coordination with the Developer. Any damage resulting from the movement
         of the goods mentioned in this clause must be repaired by the Lessee
         pursuant to the terms established in clauses 3.04, 4.03, and 4.14 of
         the present Agreement.

4.14     COMPENSATION FOR NON-COMPLIANCE WITH THE OBLIGATIONS

         The Lessee must compensate the Developer and/or the Lessor for all
         those costs, expenses, responsibilities, losses, damages, trials,
         processes, fines, penalties, complaints, and lawsuits, including the
         costs incurred by the Developer and/or the Lessor resulting from the
         non-compliance on the part of the Lessee with the obligations derived
         from the legal and judicial system and this Agreement.

4.15     OTHER COMMITMENTS

         The Lessee shall, (a) execute simultaneously a service Agreement with
         the Developer under the terms and conditions currently in effect, and
         (b) the Lessee shall remain as a free zone company.

         In addition, if Lessee is a corporation and if at any time during the
         term of this Lease, the corporate shares of Lessee are transferred by
         sale, assignment, bequest, inheritance, operation of law or other
         disposition so as to result in a change in the present control of said
         corporation by the person or persons now owning a majority of said
         corporate shares, Lessee shall notify such event to both Lessor and
         Developer when such transfer occurs. If in the same manner, there is a
         change in the present control of Developer, Developer shall notify
         Lessee of such transfer, when it occurs.

Page 11 of 20

<PAGE>

SECTION FIVE: OF THE DEVELOPER'S RIGHTS AND OBLIGATIONS

5.01     PAYMENT OF REAL ESTATE AND MUNICIPAL TAXES

         The Developer shall pay the applicable municipal and real estate taxes
         for the Real Estate during the term this Agreement.

5.02     INSPECTION RIGHT

         The Lessor or the Developer reserves the right to visit the Real Estate
         any moment, provided that it informs the Lessee at least twenty-five
         (25) hours in advance. Inspections referred in this clause must be done
         by the Developer, during Lessee's working hours, through its officers
         or third parties hired to that effect. Exceptionally, with prior
         authorization by the Lessee, inspections may be carried out off the
         regular working hours. Lessor and Developer shall comply with Lessee's
         security precautions and health and safety requirements during any such
         entry.

5.03     OWNERSHIP OF THE GOODS LEFT IN THE REAL ESTATE

         After eight working days of the termination date of the present
         Agreement, for any cause imputable or not to the Lessee, or in case of
         eviction for non-compliance with the payment, any goods owned by the
         Lessee found inside the Real Estate or in the common areas of the Park
         shall be considered abandoned by the Lessee. Therefore, the Developer
         may take possession of the same. The Lessee resigns as of this moment
         any right to complain related with such circumstance.

5.04     SHOWING OF FACILITIES

         If any of the Parties notifies the other Party of its intent not extend
         the term of this Agreement as established in section 3.01, the
         Developer shall have the right to show the Real Estate to people
         interested in leasing or purchasing it, during the last six months of
         the Initial Term or Extended Term then in effect. The visits to show
         the Real Estate must be scheduled by the Developer within Lessee's
         working hours, with a previous oral communication to the Lessee.

5.05     ENTRY RIGHT ON THE PART OF THE DEVELOPER TO REPAIR DAMAGES

         The Developer, its employees or contractors, shall have the right to
         enter the Real Estate in order to make repairs that might correspond to
         it, in accordance with this Agreement and the legislation in effect.
         Nevertheless, the Developer must previously coordinate with the Lessee
         the time in which such repairs shall take place, trying as far as
         possible, and pursuant to the particularities of the repair, that its
         execution must be done on the less prejudicial moment for the normal
         functioning of the Lessee's activities.

Page 12 of 20

<PAGE>

5.06     RIGHT OF SALE OF THE REAL ESTATE

         The Lessor shall be empowered to sell the Leased Real Estate to an
         interested third party during the terms of legal effect of the present
         Agreement -upon receipt of written instructions of the main beneficiary
         and the Developer.

5.07     RELEASE OF LIABILITY IN CASE OF ACCIDENTS/ MUTUAL INDEMNITY

         The Lessee releases the Developer and the Lessor from any
         responsibility for any accidents resulting from electricity, flood, gas
         or any other phenomena resulting or not from the Real Estate usage,
         unless such were caused by the gross negligence or willful misconduct
         of the Developer. Developer shall indemnify, defend, protect and hold
         harmless Lessee from all damages, liabilities, claims, judgments,
         actions, attorneys' fees, consultants' fees, costs and expenses arising
         from the breach of its obligations or representations under this Lease
         as well as the negligence or willful misconduct of Developer or its
         agents, contractors, employees or invitees. Lessee shall indemnify,
         defend, protect and hold harmless Lessor and Developer from all
         damages, liabilities, claims, judgments, actions, attorneys' fees,
         consultants' fees, costs and expenses arising from the negligence or
         willful misconduct of Lessee or its agents, contractors, employees or
         invitees, or the breach of Lessee's obligations or representations
         under this Lease. No party shall be liable to any other party under
         this Lease for consequential damages (loss of profits etc).

5.08     RELEASE OF LIABILITY IN CASE OF ROBBERY OR THEFT

         The Lessee discharges the Developer and the Lessor from any
         responsibility for robbery or theft in the Real Estate, unless the same
         was caused by negligence or imprudence, as defined under the Civil Code
         of the Republic of Costa Rica, on the part of the Developer or the
         security company contracted by the Developer.

5.09     NON WAIVER OF RIGHTS

         The circumstance that the Developer or the Lessor does not demand the
         compliance with any of the terms and conditions herein established, may
         not be considered as a waiver to the rights and actions granted by
         means of the present Agreement or the legislation applicable to the
         case.

5.10     NON-COMPLIANCE ON THE PART OF THE LESSEE

Page 13 of 20

<PAGE>

         The lack of payment within the first ten natural days of the rent or
         any other payment responsibilities of the Lessee or the non-compliance
         with any of the clauses stated under clause 6.01 shall give reasons to
         consider the Lease Agreement as rescinded and eviction action shall
         proceed, in which case the Lessee must recognize the damages and
         prejudices he/she might have caused and the cost of any eventual
         judicial actions subject to applicable law. Lessee will receive a
         written notification from the Developer before Developer starts the
         eviction process.

5.11     INSURANCE

         The Lessee shall have an All Risk insurance to protect the goods of
         his/her property inside the offices. The Developer, on the other hand,
         shall have All Risk insurance that includes the coverage against
         earthquake, fire, and any other damage resulting from nature to protect
         the Real Estate and other related civil works. Both, the Developer as
         well as the Lessee, shall maintain their insurance at replacement
         values. In such insurance, there shall not be a subrogation right on
         the part of the insurers against the Developer or Lessee, as long as
         this is acceptable for the INS or the corresponding insuring entity.
         Neither the Developer, the Lessor nor the Lessee shall cover the
         deductibles of the other party, in case of loss.

SECTION SIX: RIGHT OF FIRST REFUSAL

6.00 PREFERENCE

         The Developer agrees to grant the Lessee a preference right to acquire
         the Real Estate in case any other third party is interested in buying
         the Real Estate (the "Right of First Refusal").

6.01     TERM

         The term of the Right of First Refusal will be eighteen (18) months,
         after which the Developer will be entitled to sell the Real Estate
         without giving any preference right to the Lessee (the "Preference
         Term"). After the term of the Right of First Refusal (eighteen months)
         the Developer will be entitled to sell the Leased Real Estate to a
         third party and will send a written notification to the Lessee within a
         week of its decision.

6.02     NOTIFICATION OF THIRD PARTY OFFERS

         If the Developer has offered to sell the acquired Real Estate, it shall
         communicate its intention to the Lessee in writing. If within the
         Preference Term the Developer has received offers to buy the Real
         Estate by third parties, it shall attach or include in a written
         communication to the Lessee the terms and conditions of these offers.
         The Developer guaranties that it will disclose to the Lessee all of the
         offers that it receives from the time the Lessee decides to sell, up to
         the expiration of the period contained in this subsection for the
         exercise of this Right of First Refusal. The Lessee will then have
         fifteen (15) calendar days following the communication from

Page 14 of 20

<PAGE>

         the Deveioper to make a decision regarding the purchase of the Real
         Estate. At the express and written communication from the Lessee, or if
         after the fifteen-day period expires without the Lessee making a firm
         commitment to match the terms and conditions of the best option to
         purchase the Real Estate, the Lessee will be construed as having waived
         its Right of First Refusal, and the Real Estate may be offered and sold
         to any third parties.

SECTION SEVEN: TERMINATION OF THE AGREEMENT

7.0 MOMENT OF TERMINATION

         The Lessee shall remain obligated to pay the corresponding lease as
         long as it does not return the Real Estate's keys in the same domicile
         indicated for the payment, even if it has vacated the same.

7.01     TERMINATION IN ADVANCE ON THE PART OF THE LESSOR AND THE DEVELOPER.

         The Lessor and the Developer may terminate the present Agreement at
         any moment due to non-compliance on the part of the Lessee with the
         obligations established on clauses 3.00, 4.00, 4.03, 4.06, and 4.09 or
         any other cause expressly authorized by the legislation in effect
         ("Events of Default"). Once the Lessor and/or the Developer detect an
         Event of Default, it will communicate so in writing to the Lessee. The
         Lessee will have fifteen (15) working days ("Cure Period") subsequent
         to the receipt of the communication to remedy the situation that is
         causing the Event of Default. With exception of the obligation
         stipulated in clause 3.00 of this Lease, if Lessee can not reasonably
         cure such Event of Default, the Cure Period can be extended, to
         Developer's reasonable discretion, so long as Lessee has commenced the
         cure within the fifteen (15) day period and diligently prosecutes it to
         completion, for a time not exceeding a fifteen (15) day period. If the
         Lessee does not amend the situation during the Cure Period or gives a
         satisfactory response to the Developer, at least requesting an
         extension of the Cure Period, and if it is unreasonable, the Lessor and
         the Developer will be entitled to terminate this Agreement with
         responsibility for the Lessee, and the Developer will recover from them
         a satisfactory indemnification in accordance with clause 6.02.

7.02     TERMINATION IN ADVANCE ON THE PART OF THE LESSEE

         In case the Lessee wishes to terminate in advance the present lease
         Agreement, it must give prior notice in writing to the Lessor and/or
         the Developer within six months in advance of the expected termination
         date. As indemnification for the termination in advance of the
         Agreement, Lessee shall pay the totality of the monthly rental fees
         owed in relation to the original term of the lease agreement,
         stipulated in article 3.01 of this Agreement. Additionally, the
         Developer shall be

Page 15 of 20
<PAGE>

         entitled to retain the total sum of the security deposit without any
         objection by the Lessee.

(56)7.03 DAMAGE AND DESTRUCTION

         (57)Developer shall have the obligation to reconstruct the Leased Real
         Estate: i) if damaged or destructed from a casualty covered by
         insurance required to be carried by Developer under the Lease and the
         amount agreed to be pay by the insurer entity is equal or higher than
         eighty percent (80%) of the estimated reconstruction value; or, ii) if
         the damage is relatively minor (e.g., repair or restoration would take
         fewer than ninety (90) days or would cost less than twenty percent
         (20%) of the replacement cost of the Leased Real Estate, or (iii) if
         Lessee agrees to pay the cost of repair in excess of pre-agreed base
         amount. In the event of damage to the Leased Real Estate, Developer
         shall notify Lessee within fifteen (15) business days following any
         such damage to or destruction of the Leased Real Estate the length of
         time Developer reasonably estimates to be necessary for repair or
         restoration. Lessee shall have the right to terminate the Lease within
         fifteen (15) days following receipt of such notice if restoration or
         repair of the Leased Real Estate will take more than ninety (120) days.
         In the event of any damage or destruction, Rent shall be equitably
         abated during any restoration period.

(58)7.04 CONDEMNATION

         (59) In the event the Leased Real Estate or any portion thereof is
         condemned or other wise taken by any governmental authority or third
         party such that there is material interference with Lessee's operations
         in the Leased Real Estate (as reasonably determined by Lessee) and such
         taking lasts for a period of ninety (90) days or longer, Lessee shall
         have the right to terminate this Lease by written notice to Lessor. In
         the event that Lessee chooses not to so terminate this Lease, Rent
         shall be equitably abated until such interference is eliminated.

SECTION EIGHT: FINAL AND MISCELLANEOUS PROVISION

8.0      COMMUNICATIONS AND NOTICES

         Any notice that the Parties are required to make in accordance with
         this Agreement, shall be made in writing by means of a personal
         delivery or any other written means, in which the remission and
         reception date are irrefutably recorded, and sent to the following
         addresses and during office hours. Notices shall be deemed delivered on
         reception date.

         a) To the Lessor:           At Forum Business Center, Prospero
                                     Fernandez Highway, Santa Ana, Costa Rica.
                                     Attention: Alfonso Amen Chen
                                     Fax number. (506) 204-3141

         b) to the Developer:        At the administrative offices of Global
                                     Park, located in La Aurora de Heredia, to

Page 16 of 20

<PAGE>

                                     the attention of Caries Wong. Fax number
                                     (506) 209-5960.

         c) To the Lessee:           At Novacept 1047 Elwell Court, Palo Alto
                                     California 94303 to the attention of Chief
                                     Financial Officer at fax number (650) 335-
                                     2716.

                                     At Novacept building located in Global
                                     Park.

8.01     GOVERNING LAW AND DISPUTE RESOLUTION

         This Agreement shall be interpreted and governed in general by the laws
         of the Republic of Costa Rica and in particular by the General Urban
         and Suburban Lease Law in effect in Costa Rica.

         According to the Law "Ley sobre Resolucion Alterna de Conflictos y
         Promocion de la Paz Social" No. 8828, approved on December 4th., 1998
         and published on January 14th, 1998 in the Official Newspaper "La
         Gaceta" , particularly but not limited to article 22, it is accepted by
         the Parties that this Agreement shall be interpreted and governed by
         the laws of the Republic of Costa Rica.

         Any dispute or claim ("The Dispute") with respect to the validity,
         construction or enforceability of this Agreement or arising out of or
         in relation to this Agreement, or for the breach hereof shall be
         initially resolved by the Parties in good faith within 30 Days ("the
         Initial Period") from the day of notice by any of the Parties to the
         other Party as to the existence of a dispute or claim. If the Parties
         are unable to settle The Dispute within the period of time indicated
         before, the Dispute shall be finally settled by arbitration in Costa
         Rica by three arbitrators selected in accordance with the commercial
         arbitration rules of the Conciliation and Arbitration Chamber of the
         Costa Rican Chamber of Commerce. All rules of the Conciliation and
         Arbitration Chamber of the Costa Rican Chamber of Commerce shall apply
         to the arbitration and the arbitration process and for purposes of
         article 19 of Law 8828 it is agreed that, under such Law, the
         arbitration shall be considered an arbitration of law. The arbitrators
         should decided which party should be liable for the payment of all
         costs, expenses and fees related to the arbitration. Any such
         arbitration shall be conducted in the Spanish language.

         The arbitration award shall be well founded, in writing and shall be
         final and shall not be subject to appeals of any type, with the
         exemption of the revision and nullity appeals, according to the rules
         of the Costa Rican Chamber of Commerce.

8.02     AMENDMENTS TO THE AGREEMENT

         Any agreed modifications to the present Agreement must be done in
         writing and signed by the Parties. This clause shall be of special
         application for anything related with the lease price and its form of
         payment; therefore, no modification may be alleged, unless the previous
         procedure is followed.

Page 17 of 20

<PAGE>

8.03     ESTIMATION

         The present Agreement is estimated in the sum of one hundred ninety
         seven thousand and four dollars (US$197,004.00) legal currency of the
         United States.

8.04     NOTARIZATION

         The Parties authorize reciprocally to notarize the present lease
         Agreement; nevertheless, the other party must receive a copy of the
         respective testimony.

8.05     VESTED RIGHTS

         The Lessee recognizes that the present Agreement shall not create any
         right of use in his/her favor, or any equivalent one in virtue of which
         the eventual increase in the commercial value of the real estate shall
         be recognized for its use or occupation, and that in case such rights
         ever arose in reason of the legal applicable disposition or commercial
         practice, he/she transfers it, as of now, to the Lessor in the sum of
         one dollar, legal currency of the United States of America. The Lessee
         recognizes that this provision is essential to fix the intention on the
         part of the Lessor to subscribe the present Agreement.

8.06     HEADINGS

         The titles used as headings for each clause and chapter of this
         Agreement are introduced to ease its reading and shall not be
         considered as part of the text thereof, to interpret its contents.

8.07     INCORPORATION OF EXHIBITS

         The Exhibits identified in this Agreement are incorporated herein by
         reference and made a part hereof.

8.08     SURVIVAL

         All indemnities contained in any section of this Agreement shall
         survive the expiration or other termination of this Agreement with
         respect to acts or events occurring or alleged to occur during the term
         of this Agreement and are expressly made for the benefit of, and shall
         be enforceable by any or all of the indemnified Parties.

8.09     SEVERABILITY

Page 18 of 20

<PAGE>

         If any of the provisions of this Lease shall contravene or be invalid
         under the laws of the country, province, municipal, state or
         jurisdiction where it is applied, such contravention or invalidity
         shall not invalidate the Lease or any other portions thereof and the
         remainder of this Lease or the application thereof to other persons or
         circumstances shall not be affected thereby.

8.10     RECORDATION.

         Subsequent to execution, any party may at its sole discretion and
         expense, register this Lease and all Exhibits thereto in the National
         Public Registry of Costa Rica.

8.11     ASSIGNMENT TO LOCAL ENTITY

The Lessee hereby represents that it is in the process of incorporating a Costa
Rican corporation through which Lessee local operations will be carried out.
Once the incorporation process of such local subsidiary is completed, the Lessee
shall assign the rights and obligations under this Lease to such local entity.
Lessee shall notify Lessor and Developer and provide supporting documentation of
such assignment.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

(SIGNATURE PAGE FOLLOWS)

Page 19 of 20

<PAGE>
/s/ [ILLEGIBLE]
-------------------------------------
By/ KPMG Fides (Costa Rica), S.A.
Lessor

/s/ Donald R. Nathe May 20, 2003
-------------------------------------
By/ Novacept
Lessee

/s/ [ILLEGIBLE] May 20, 2003
-------------------------------------
By/ Global Park, S.A.
Developer

Page 20 of 20

<PAGE>

                                  EXHIBIT LIST

Exhibit One           Building Description & Layouts

Exhibit Two           Condominium Regulations CC&Rs

Exhibit Three         Waste Water Treatment Plant Regulations

<PAGE>

                                   EXHIBIT ONE
                        BUILDING DESCRIPTION AND LAYOUTS

<PAGE>

                                   EXHIBIT TWO
                             CONDOMINIUM REGULATIONS

<PAGE>

Yo, Michelle Coffey Martinez, traductora oficial autorizada por el Ministerio de
Relaciones Exteriores y Culto de la Republica de Costa Rica, nombrada por el
Acuerdo No. 42 del 5 de enero de 1982, por este medio certifico que en el
idioma ingles el documento por traducir, que consta de cuarenta y siete (47)
paginas, que recibi por e-mail de la Srta. Irene Chinchilla, Gerente de Ventas
de Global Park, S.A., del idioma espanol dice lo siguiente:

San Jose, Setiembre 28, 2002.

                                Beginning of Text

TWELFTH: CONDOMINIUM AND MANAGEMENT BYLAWS: in compliance with Articles
Thirty-Three and Thirty-Four of THE LAW, the Condominium and Management Bylaws
of CONDOMINIO GLOBAL are constituted, which shall regulate the relations of the
condominium owners: DEFINITIONS. The following words will be understood, for all
of the purposes of this Bylaws, according to their respective definitions, to
whit: ADMINISTRATOR: The individual or corporation named to exercise the
management of the Condominium according to the procedures described in this
Bylaw; SHARED AREAS OR ELEMENTS: Shared elements should be understood as all
those zones that are set aside for shared use and enjoyment, within which we can
mention the following, without restriction: green areas, spaces set aside for
pedestrian circulation, sidewalks, streets, access ways, surveillance posts,
electrical substations, water reservoir tank, drinking water systems, fire
extinguisher systems, treatment plant, pump station, control booth, as well as
those which are stipulated as such by Law, the building blueprints and the
Condominium deed of constitution; RESTRICTED USE SHARED AREA: These will be
those shared areas that the Condominium Owners' General Meeting shall determine
by a vote of two-thirds of the total value of the Condominium, which shall be
used only by one or multiple specific joint owners as a result of their
industrial or commercial operational needs within the Condominium, resulting
from the

<PAGE>

location of the shared area or because of any circumstance which in the judgment
of the Owners' General Meeting justifies that the use and enjoyment of the
shared area be restricted to one or several specific joint owners, either
through a direct request made to the Meeting or because the Meeting so decides.
BUILDING COMMITTEE: The official body designated by the Condominium Owners'
General Meeting to approve, inspect and regulate construction within the
Condominium and within its subsidiary areas and the Independent Condominiums,
which shall ensure compliance with the architectural, urban, building,
structural, esthetic and landscape standards of the Condominium and the
Independent Condominiums, over which it shall also exercise all of its
attributes. THE CONDOMINIUM: Condominio Global. INDEPENDENT CONDOMINIUM: That
which shall be formed by subjecting each subsidiary property of Condominio
Global to the Condominium Property System. The independent condominium bylaw
will be subject to the stipulations of the Condominio Global Bylaw, and to the
Building Bylaw, and will be subject to the Building Committee of Condominio
Global. CONDOMINIUM JOINT OWNERS: These are the individuals or companies,
who/which reside in the Condominium or not, which hold property title over the
subsidiary properties of the Condominium. In the case in which the subsidiary
property is at the same time the parent property of an independent condominium,
such condominium will be considered a joint owner of Condominio Global and shall
participate in the Meetings and voting of Condominio Global under one single
representation which shall have one single opinion and orientation to vote in
regard to the matters that are heard in each Meeting. ORDINARY AND EXTRAORDINARY
MAINTENANCE FEE: A proportional part of the general expenses that the joint
owners are obligated to cancel and which shall be set

<PAGE>

according to the square meters of developed private area in each subsidiary
property, i.e., the developed private area within the Condominium's property
coefficient in relation to the Condominium's total area. There shall be no
obligation to pay neither an ordinary nor an extraordinary maintenance fee for
undeveloped private areas. EXECUTIVES: Administrators, legal representatives and
corporate executives in general who are installed in the Condominium. SUBSIDIARY
PROPERTY: Each one of the lots that make up the Condominium, duly identified by
a Lot number, and which shall be subject to different stages of development, all
of which constitute the private areas of the Condominium. SHARED EXPENSES:
Shared expenses will be understood to be those which refer to the management and
maintenance of the Condominium which the joint owners are obligated to
contribute to in a manner which is proportional to the percentage of their
private property with regard to the overall value of the Condominium, i.e., the
percentage that corresponds to their property within the stated total value.
Shared expenses are those which are established by Law, the collection of solid
wastes, security, shared area maintenance, as well as those expenses which are
specified by the Condominium Meeting by recommendation of Condominium Management
in compliance with its obligations. LAW: The Regulating Law of Condominium
Property, Law Number seven thousand nine hundred thirty-three of November
Twenty-Five, Nineteen Ninety-Nine, and its reforms. ADMINISTRATIVE STAFF:
Individuals in general who render personal services to the companies which are
installed in the Condominium or to the Administrator thereof. PROPERTY OF THE
CONDOMINIUM: This is understood to be all of the area described in the Deed of
Constitution of the Condominium which subjects said area to the Condominium
Property

<PAGE>

System, including all of the corresponding improvements and entitlements
thereto. SERVICE PROVIDER: The individual or company which the Administrator of
the Condominium will be empowered to hire to provide the general services that
the joint owners pay through their maintenance fee. BYLAW: The current
Condominium and Management Bylaw of Condominio Global. BUILDING CODE: The Code
will be established by the Building Committee for the approval, inspection and
regulation of construction within the Condominium, within its subsidiary
properties and Independent condominiums, and shall specify and develop the
architectural, urban, construction, structural, esthetic and landscaping
standards for the Condominium and the Independent Condominiums. AFFILIATED
SUBSIDIARY: The subsidiary properties of the Independent Condominiums. WORKERS:
Individuals in general who render personal service to the companies installed in
the Condominium. VISITORS: These are people who visit the Condominium for any
reason, either invited by Management or by the joint owners, lessees, occupants
or holders, under any title, or those people who work doing repairs,
maintenance, construction, cleaning, or who simply visit, or people looking for
work, with the exception of the administrative personnel and executives and
workers of the companies which are installed in the Condominium. FIRST CHAPTER:
SCOPE AND TERM: FIRST ARTICLE: GENERAL OBLIGATORY NATURE: This Condominium and
Management Bylaw is obligatory on all the joint owners, lessees, occupants or
holders under any title derived from the property in condominium, as well as any
visitors to whom it may apply. Also, it will be obligatory on the successors of
those rights or people who are entitled thereto under any title, lessees or
subleases, as well as anybody, either individual or corporation, who under
private contract or court

<PAGE>

ruling should acquire the property, possession thereof, the use and enjoyment of
any of the subsidiary properties resulting from the Condominium, which shall be
governed by Law, as well as the terms and conditions of the Deed of Constitution
of the Condominium. Condominio Global is planned in such manner that each one of
its subsidiary properties may be constructed and subjected to different stages
of development which shall be independent one from others, each of which
subsidiary properties shall be capable of being converted into the parent
property of an independent condominium, without thereby losing its nature as a
subsidiary property to the Condominium, in other words, all of the stages of
development will always be connected as part of a general whole which shall
enjoy the same services and shared areas. Consequently, the bylaw of each one of
the independent condominiums which will be constituted by each of the subsidiary
properties shall be in complete harmony and uniformity with this Condominium and
Management Bylaw, which shall be generally applied and abided by the
Condominium, and its stipulations shall prevail in the case of discrepancy,
omission or confusion, over the stipulations of the Condominium and Management
Bylaw of the independent condominiums that are constituted by each one of the
subsidiary properties that make up the Condominium, since they, even if they
become the parent properties of new independent condominiums, shall conserve
their nature as subsidiary properties to Condominio Global. SECOND ARTICLE:
IRREVOCABILITY: Should there exist any reserved private contract subscribed
between the persons indicated in the preceding article which in any manner
modifies, alters, or revokes the legal system established by Law and this Bylaw,
it shall be found null for all purposes and shall lack validity in regard to the
joint owners of the Condominium and in

<PAGE>

regard to third parties, as well as any stipulation of the internal management
regulation of each one of the Independent condominiums which may be constituted
by the subsidiary properties of the Condominium which modify, alter, revoke the
stipulations of this Bylaw. Expressly excluded from this provision are the
documents that are mentioned in the Twenty-Ninth Article of this Bylaw, which
are acknowledged as valid and binding on all the joint owners. THIRD ARTICLE:
REFORMS: This Bylaw shall be duly approved and enter in effect from the moment
in which the Condominium is registered in the Public Registry. Any reform to
this Bylaw, as well as the emission of new text shall correspond solely and
exclusively to the Condominium Owners' General Meeting, by unanimous decision of
all the Condominium owners, according to the provision of Article Twenty-Seven,
Paragraph 5, of the Law. In accordance with the above, any reform or draft of a
new Bylaw must be verified by public deed and registered in the Public Registry,
if such procedure is possible. SECOND CHAPTER. PRIVATE ASSETS AND SHARED ASSETS.
- PRIVATE ASSETS: The Condominium consists of thirteen subsidiary properties
which are described as land for the construction of office buildings, industrial
or commercial units, and which make up the private area of the Condominium. Each
one of the subsidiary properties has been identified by means of a lot number,
as appears on the corresponding blueprint as well as in the deed of
constitution. The joint owners acquire, together with the subsidiary or private
assets, the right to use the shared elements that are defined by Law and this
Bylaw, as well as those entitlements and obligations which are acknowledged and
imposed by this Bylaw. In such manner that each one of the joint owners may hold
and derive from the entitlement that they may have over the subsidiary property
understood

<PAGE>

to be the private area, the right to enjoy all of those elements of the
Condominium that are stipulated for shared use and are necessary for its
existence and conservation. FIFTH ARTICLE: SHARED ASSETS: Shared assets will be
understood to be civil infrastructure works, such as: vehicular access ways and
on-site concrete or paved roads, sidewalks and gutters with their respective
curbs, the rainwater runoff system, sanitary waste system, drinking water
system, power distribution and exterior lighting grid, telephone and cable TV
network, irrigation system, waste water treatment plant, green zones and parks,
master power control room, water supply control room, surveillance and vehicular
access control stations, and perimeter fence, as well as any other urban
development required according to law in keeping with the type of industrial or
commercial development to be executed in the Condominium, as well as those set
forth in Article Ten of the Law. the Condominium expressly gives the right of
way through the shared areas to all government and local agencies that govern or
regulate basic public utilities, such as Empresa de Servicios Publicos de
Heredia(1) ESPH, in the case of the private supplier of water and power service,
the Costa Rican Institute of Electricity ICE, Costa Rican Institute of Aqueducts
and Sewers AyA, Radiografica Costarricense S.A.(2) RACSA, and any other data
communications or general services company of the Condominium which may have
been previously approved and contracted by Management or by the Condominium
Owners' General Meeting to execute work necessary for the operation and
maintenance of the shared areas. Likewise and under Article Twenty-Seven of the
Law, shared assets will be those which are qualified as such by the Condominium
Owners' General Meeting, even if they are

----------
(1) TN - Heredia Public Utilities Company

<PAGE>

not so by nature, or also those originated out of the necessity, security,
health, access, ornamentation and conservation of the Condominium. SIXTH
ARTICLE: THE RELATIONSHIP BETWEEN PRIVATE AND SHARED ASSETS: No joint owner may
be limited in the rational use and enjoyment of shared things, nor may any
person allege entitlement to greater use of those things because the percentage
of ownership of a private area may exceed that of other joint owners in
accordance with the provisions of Law. The rights of each joint owner in regard
to shared things may not be pledged, encumbered, attached, or transferred to
separate dominion, as they are inherent property rights of the subsidiary
property and are consequently inseparable therefrom. The pecuniary liability of
the joint owner in regard to shared assets shall be determined on the basis of
the percentage of developed privately-owned area that the owner's subsidiary
property represents with regard to the overall area of the Condominium, and
renouncement of the use and enjoyment of shared things, be it express or
implied, shall not relieve the joint owner from responsibility in regard to the
conservation and reconstruction of said assets, o even from the payment of
maintenance fees, together with any obligation derived from the Condominium
Property System, meaning that the joint owners' liability in regard to shared
assets are inalienable. Those assets for shared use and enjoyment may be
subjected to leasing, prior agreement of the Condominium Owner's General Meeting
by a vote which shall not represent less than two thirds of the total value of
the Condominium. SEVENTH ARTICLE: USE OF SHARED ASSETS: The owners are obligated
to ensure the due use of the shared assets of the Condominium, as well as to
notify the Administrator of any situation, fact or act which jeopardizes the
security and conservation of those assets. Each joint owner, lessee, occupant or
holder, or any

<PAGE>

individual or corporation which occupies a subsidiary property, independently
from the owner thereof, shall be responsible for damages caused to shared things
through fault or negligence, or by its tenants, employees, salespeople, or
visitors, and they will be liable to cover the costs incurred for repairs,
failing which the sanctions set forth herein will be applied. Also, all of the
joint owners, lessees, occupants and holders under any title shall abstain from
all acts, even within their own property, which impede or lessen the efficiency
of the operation or use of the shared areas. EIGHTH ARTICLE: IMPROVEMENTS TO
SHARED ASSETS AND MAINTENANCE: Under Article Thirty of the Law, the
Administrator is responsible on behalf of the Condominium Owners' General
Meeting for the care and surveillance of the shared assets and services, the
care and operation of the installations and general services, as well as of all
of the conservation processes of the Condominium. Furthermore, the Condominium
Owners' General Meeting may set the corresponding guidelines for the
Administrator to perform his/her duties, and particularly regarding the care of
the shared assets. Improvements to the shared assets shall be approved in the
Condominium Owners' General Meeting according to Article Fourteen of the Law in
the following manner: a) Necessary improvements shall be approved by owner votes
representing a simple majority of the value of the Condominium, and b) Useful
improvements, by owner votes representing two thirds of the value of the
Condominium. The joint owners, lessees, occupants or holders, under any title,
are obligated to permit and support the annoyance caused by maintenance work in
shared and private areas, as well as conservation work and repairs.
Consequently, the access and throughway of the people in charge of overseeing,
directing and performing such work shall be allowed in all of the areas of

<PAGE>

the Condominium that are involved in maintenance. The Administrator, on his/her
part, shall implement all pertinent measures to ensure that the maintenance work
produces as little annoyance or damage as possible. THIRD CHAPTER. GOVERNING AND
ADMINISTRATION BODIES: NINTH ARTICLE: ON THE CONDOMINIUM OWNERS' GENERAL
MEETING, MEETINGS, CONVOCATION AND QUORUM: The Condominium Owners' General
Meeting is the Supreme Organ of the Condominium and therefore its governing
body, and its decisions are binding on all the joint owners, lessees, occupants
or holders, under any title, of the subsidiary properties or areas of the
Condominium. The Condominium Owners' General Meeting is formed by all the joint
owners, either individuals or corporations, which hold property title over the
subsidiary properties of the Condominium. The meetings of the Condominium
Owners' General Meeting must be held ordinarily according to law and this Bylaw
at least one time per year during the month of November, and extraordinarily
when so convoked by a number of owners who shall represent one third of the
total value of the Condominium or by the Administrator in performance of his/her
duties under Article Twenty-Five of the Law or when so stipulated during a
preceding General Meeting. Quorum to call the General Meeting to order on the
First Convocation will be formed by joint owners representing a minimum of two
thirds of the total value of the Condominium, and by any number of joint owners
present for the Second Convocation. All convocations shall be issued in writing
and with acknowledgment of receipt by any adult person in his/her right mind who
may be working at the domicile of the joint owners which they notified to the
Condominium Management for that purpose, In cases in which the subsidiary is
also the parent of another condominium, notice of convocation must be delivered
to the office of the

<PAGE>

administrator of the Independent Condominium. At the option of the Condominium
Management, convocation must be made by means of a publication in a national
newspaper at least ten business days in advance of the date on which the General
Meeting will be held, without considering the day of the publication or the date
of the meeting when calculating said period. Convocation notices must specify
the agenda with specific issues for consideration, as no miscellaneous matters
will be allowed; the place, date and time set for the first and second
convocations. Failure to fulfill any of the above-stated requisites will result
in the annulment of General Meeting to be held. Once the General Meeting is
convoked, those subsidiary properties which are also the parents of independent
condominiums must hold their own General Meetings in advance to delineate a
single position to be taken in regard to the issues submitted for consideration
on the agenda in the convocation of Condominio Global, as well as to appoint a
representative to attend the General Meeting and vote according to instructions.
In that case, the General Meeting of each individual subsidiary condominium will
hear or resolve its own internal issues, which may not have been previously
included or described in the agenda of convocation of Condominio Global, though
point number one of convocation and the primary reason for convoking the
meetings shall be to appoint the representative and provide voting instructions
for the Condominio Global General Meeting. The Condominium's General Meeting
will be presided over by the Administrator, except that the duly constituted
General Meeting should agreed otherwise by simple majority vote of the attendee
owners. TENTH ARTICLE: GENERAL MEETING COMPETENCE AND QUALIFIED VOTES: It is the
competence of the Condominium Owners' General Meeting to resolve matters of
shared interest that
<PAGE>

do not fall within the powers and obligations which shall be specified below for
the Administrator. The Ordinary Meeting shall hear the Administrator's report
and accounts, approve the budget of the following year and determine how to fund
said budget. The following agreements are the exclusive to the Condominium
Owners' General Meeting and REQUIRE UNANIMOUS APPROVAL OF ALL THE OWNERS: a)
Those which modify the general destination of the condominium. b) Variations of
the proportional areas of the subsidiary properties with relation to the total
area of Condominium or the area of the shared assets. c) Renouncement of the
condominium property system. d) The encumbrance or pledging of the totality of
the Condominium. e) Modification of the deed of constitution or this Bylaw. f)
Variation of the specific destination of a subsidiary property. g) Variation of
the destination of existing shared assets. h) Modification of the general
guidelines of the Condominium's architectural language and the construction
quality standards established herein. i) Modification of the constitution of the
Building Committee membership and alternate within their term of appointment,
removing them from their posts. Excluded are the cases of resignation of some
member or alternate in which case the substitution will be made as established
in the Sixteenth Article of this Bylaw. Furthermore, approval BY AT LEAST TWO
THIRDS OF THE VOTES OF THE TOTAL VALUE OF THE CONDOMINIUM WILL BE REQUIRED: a)
To build new floors or basements, to dig or authorize one of the joint owners,
lessees, occupants or holders, under any title, to conduct any work. b) To
acquire new shared assets or specify in any manner how they may be utilized, as
well as to destine parts or sections of the Condominium as joint-owned property
which are not so by nature or which are essential to the existence, security and
conservation thereof. Also, to restrict shared use areas to one or several

<PAGE>

of the Condominium joint owners as defined in this Bylaw. c) To authorize shared
things to be leased. d) To approve the total or partial reconstruction of the
Condominium. e) To determine the amount of insurance coverage that must be taken
out on the Condominium, beyond the coverage stipulated by law. f) To modify the
Building Code set by the Building Committee, Under Article Twenty-Seven of the
Law, when, in all of the preceding cases, a single owner represents less than
fifty percent of the total value of the condominium, the remaining fifty percent
of votes met in General Meeting will be required to resolve the stated
agreements All other agreements, except the Administrator's appointment, as well
as removal o to hear his/her resignation and the determination the amount of
remuneration for his/her services, will be resolved by simple majority of the
Condominium Owners' General Meeting attending votes, such as and without being
limited to the amount of the Condominium's maintenance fee which each owner must
cover in proportion to the value of that owner's subsidiary property, as well as
the determination and authorization of extraordinary maintenance fees. The
Condominium Owners' General Meeting may delegate its powers provided that it is
not against the law or this Bylaw. All vote counts during Condominium Owners'
General Meetings will be calculated on the basis of the private area in square
meters, in other words, each subsidiary property vote will count and be added up
according to the percentage of ownership with regard to the total area of the
Condominium that is specified in the description of the registered subsidiary
properties of the Condominium. ELEVENTH ARTICLE: REPRESENTATION IN THE
CONDOMINIUM OWNERS' GENERAL MEETINGS: The joint owners may be represented in the
Condominium Owners' General Meetings by general or universal proxies, duly
qualified by a notarized affidavit no older

<PAGE>

than five calendar days, or by a proxy granted to any person, owner or not,
which the proxy holder must submit in original, duly authenticated by an
attorney. In those cases in which the subsidiary property is also the parent
property of another independent condominium, it must be represented in the
Condominium Owners' General Meetings by a special holder duly appointed for that
purpose by the General Meeting of Owners' of such independent condominium
subsidiary property, who may be the administrator of the Independent
Condominium. The special power of attorney granted for these purposes must be
legalized and the special holder must accredit such legalization by presenting
the original affidavit of the deed of legalization of the agreement, which shall
specify the matters that the special holder may vote on, and how the holder
should vote, and which matters may be discussed by means of a brief description
of the arguments. Also, in the case in which the same subsidiary property
belongs to more than one owner, or if rights of real usufruct or simple
possession have been constituted thereupon, both the co-owners as well as the
real property title holders and bare property holder shall be represented by one
single person in the General Meetings, producing one single vote for the
subsidiary property according to the provisions of law in regard to the person
who is entitled to vote or by a legitimate decision of the parties, in which
case the respective proxy letter, authenticated by a lawyer, shall be submitted.
TWELFTH ARTICLE: THE CONDOMINIUM BOOKS: All General Meeting resolutions shall be
consigned in a Minutes Book that will be kept by the Condominium for that
purpose, which shall be duly legalized by the Condominium Properties Section of
the Public Registry under Article Twenty-Eight of the Law. The Minutes shall be
signed by the President and Secretary of each General Meeting. Also, the
remaining accounting

<PAGE>

books will be kept as needed for the order, control and reporting capability of
the Condominium management, which must also be legalized by said agency, or
otherwise by the General Office of Internal Revenue. THIRTEENTH ARTICLE: ON THE
ADMINISTRATOR, APPOINTMENT, FEES, REMOVAL, RESIGNATION AND SUBSTITUTION: The
Condominium Management shall be in charge of an Administrator, who may be an
individual or corporation, a joint owner or not, who in regard to the
Condominium and the shared assets shall have universal powers of attorney
without limit of sum according to Article One Thousand Two Hundred Fifty-Three
of the Civil Code. The Administrator will remain in the position for a period of
five years beginning on the date of appointment by the Condominium Owners'
General Meeting and may be reelected indefinitely for equal and consecutive
periods, in the case of electing a corporation, it will designate an individual
who will execute the corresponding functions in its name and behalf. The
appointment of the Administrator shall be made by a two thirds vote of the total
value of the Condominium in the Condominium Owners' General Meeting convoked for
that purpose, from among the candidates proposed by any joint owner, the
Condominium Owners' General Meeting, or the outgoing Administrator. The
Administrator will earn a monthly fee which will be set by the Condominium
Owners' General Meeting that chooses him/her/it, which will be reviewed one time
per year. The Administrator who is appointed for the Condominium may be removed
prior to the expiration of the term of appointment by a vote representing two
thirds of the total value of the Condominium and for causes which may be
discussed and resolved in the General Meeting convoked for that purpose. The
Administrator may resign at any time, due to which a Condominium Owners' General
Meeting must be convoked and reported to at least sixty

<PAGE>

calendar days in advance of the date on which the resignation becomes effective,
so that the Condominium Owners' General Meeting may resolve the substitution,
and receive and approve the Administrator's final management report during that
term. The Condominium Owners' General Meeting shall appoint a Commission, which
the outgoing Administrator may be on, to find suitable candidates to manage the
Condominium within a term of thirty calendar days beginning on the submission
date of the Administrator's resignation, and it shall submit a recommendation
thereof to the following Condominium Owners' General Meeting which shall be held
during the last five business days of the thirty calendar day term given to the
Commission to find candidates, which shall plan accordingly up to the date of
convocation, and the appointment of the substitute will be conducted so that
him/she/it may take charge on the date of effect of the outgoing Administrator's
resignation at the expiration of the sixty calendar days stipulated hereinabove,
date until which the Administrator shall function normally. The term between the
appointment of the substitute Administrator and the date of effect of the
Administrator's resignation will be used by both to inform the substitute
Administrator regarding everything related to the Condominium and the
Administrators current duties, as well as the obligations and entitlements
provided by that position. When the Condominium Owners' General Meeting appoints
a substitute Administrator or a new one at the expiration of the term, the
outgoing Administrator shall turn all the Condominium's Books, Accounting and
Financial Statements, and all of the documentation, office equipment and
accouterments that were specified for management use, over to the new or
substitute Administrator. The new or substitute Administrator will have the same
faculties, obligations, responsibilities and entitlements

<PAGE>

established by this Bylaw and the Law once the appointment has been accepted.
The substitution of the Administrator and the appointment of the new one
resulting from the expiration of term will be immediately registered in the
Public Registry on the date of effect of the new appointment. FOURTEENTH
ARTICLE: ON THE FACULTIES OF THE ADMINISTRATOR. Under Article Thirty of the Law,
the faculties of the Administrator of the Condominium are: a) The care and
vigilance of the shared assets and shared services, providing the Condominium
with a team of guards to guarantee the safety of the shared assets and the
people within it, and to ensure compliance with, the provisions on entry,
stopover, and exit of people, vehicles and goods as established in the Bylaw. b)
Attention to, maintenance and operation of the public or shared installations
and services of the Condominium, among which are without limitation: the
maintenance and conservation of green areas, streets and vehicular and
pedestrian access roads, sidewalks, curbs and gutters, the main entrance, the
shared parking areas of the Condominium, and shared service installations, as
well as the maintenance of the public lighting service in the shared areas. The
Administrator will authorize access into the Condominium of all government and
local agencies, governing and regulatory bodies, basic utilities, general
services previously hired by the Condominium from data communications and cable
television companies; c) Everything to do with the management and conservation
of the Condominium, with the exception of the maintenance of the private areas
of the subsidiary properties that are occupied by joint owners, including their
administrative, green and service areas. The maintenance of the shared areas,
public and shared streets and access ways, as well as green zones, and external
and shared gardening shall be the responsibility of Management; d) The

<PAGE>

execution of the Condominium Owners' General Meeting agreements. e) Prior being
empowered by the respective joint owner, the Administrator may file for the
eviction of any occupant other than a property owner, who repeatedly violates
the Law, this Bylaw, the Condominium's other internal codes, or who disturbs or
alters the normal peace of the joint owners. f) To demand compliance by the
joint owners of their obligations under this Bylaw and the Law; to oversee the
protection of their rights, impose fines, sanctions and lodge court actions
resulting from breaches and on behalf of the Condominium, and to issue the
respective notifications and processes to the joint owners with regard to the
norms that regulate the Condominium, and to issue advices and evict joint owners
accordingly and by means of the applicable mechanisms and procedures. FIFTEENTH
ARTICLE: ON THE OBLIGATIONS OF THE ADMINISTRATOR: It shall be the obligation of
the Administrator: a) To render an annual report on management operations and
results to the Condominium's General Ordinary Meeting which is held in November
of each year, and in each General Meeting as requested by any joint owner or by
the Condominium Owners' General Meeting. b) To submit the projected Annual
Management Budget and Financial Statements related to the results of the
Administrator's performance, supported by accounting books which may be audited
independently at the request of the Condominium Owners' General meeting by
simple majority of attending votes and by an auditor appointed thereby. c) To
resolve conflicts that arise between joint owners related to the use and
enjoyment of the shared assets of the Condominium. d) To collect maintenance
fees and establish and maintain a legal reserve fund, as well as collect fines,
impose terms for the correction of, breaches of this Bylaw and the Building
Code, to take action according to pertinent

<PAGE>

court rulings, to issue advices and execute evictions of joint owners. e) To
oversee that the tranquility and order that must prevail in the Condominium are
not disrupted in any manner, and to adopt any necessary corrective measures to
correct such situations. f) To submit and make available Condominium information
to joint owners, upon request. g) To certify the outstanding debt of owners
under title of ordinary and extraordinary maintenance fees, interest and fines,
requested by any joint owner or the Condominium Owners' General Meeting. h) To
investigate, issue findings and opinions as requested by the Building Committee
regarding matters of its competence, and to attend the hearings of that
Committee, when invited, with voice but not vote, and to contribute to the
functions of the Committee insofar as possible to the Administrator's office. i)
To execute all of the processes entrusted by the Condominium Owners' General
Meeting or imposed by Law or this Bylaw. j) The Administrator shall employ the
care of a good parent in the fulfillment of him/her/its duties and will be only
be liable for failings, faults, or negligence in attending and managing
administration. The Administrator will not be liable for losses, damage and
injury caused by actions taken or omitted under specific provisions of the
Condominium Owners' General Meeting, the Law or this Bylaw, or resulting from
individual instructions given by joint owners, as may be. The Administrator will
be liable for losses imputable thereto as a result of him/her/its management,
fraud, dolus, failings, faults or negligence, and because of acts performed
other than as ordered by the Condominium Owners' General Meeting, the Law or
this Bylaw, which shall be paid by the administrator from him/her/its own pocket
and such shall be reflected in the statement of earnings of the Administrator's
term of management SIXTEENTH ARTICLE: ON THE BUILDING COMMITTEE: APPOINTMENT,

<PAGE>

TERM, SUBSTITUTION, FEES, MEETINGS: The Condominium Owners' General Meeting
shall appoint by unanimous vote of the total value of the Condominium and in a
General Meeting convoked for that purpose, a Building Committee which shall be
formed by three permanent members who may be individuals or corporations who
will appoint as required a representative for the purposes of the Committee who
may be joint owners or not of the Condominium. The General Meeting will also
appoint an alternate, who will be either an individual or corporation, a joint
owner or not, who will substitute during the temporary absences of any of the
permanent members. Among the permanent members there must be at least one civil
engineer or architect, duly associated in Costa Rica. The Condominium Owners'
General Meeting may propose eligible candidates from within itself and they may
accept or reject the nomination during the meeting if they are present or by a
letter sent to the General Meeting, which the President thereof shall read out
once the nomination of ail the candidates is made. The Building Committee and
appointed alternate will occupy their posts for a term of ten years, after which
the members may be reelected or they may resign during the term, or they may be
removed at anytime by unanimous vote of the total value of the Condominium as
established in the Tenth Article of this Bylaw. The resignation of a permanent
member of the Building Committee should be addressed to the Joint Owners of the
Condominium by means of a letter that the resigning member shall submit to the
Administrator, who will distribute it to inform of the resignation. The
Administrator will immediately convoke a Condominium Owners' General Meeting in
which a substitute will be appointed by unanimous vote of the total value of the
Condominium by a General Meeting convoked for that purpose. Beginning on the
date of resignation, the post of the resigning

<PAGE>

permanent member will be filled by the alternate, who may be ratified by the
General Meeting as permanent and the new alternate named, if the resigning
member should be the alternate, the General Meeting must be convoked by the
Administrator to fill the vacancy. The members of the Building Committee will
work under honorary title, due to which they will receive no economic
retribution nor will they earn any fee for performing their job. The Building
Committee will meet ordinarily one time per quarter and extraordinarily when
convoked by any of its permanent members to resolve any issue submitted by a
joint owner or the Condominium within the term establish in the following
Eighteenth Clause. The alternate will attend ail of the Building Committee
meetings to substitute the post of any permanent member who does not show; the
alternate may participate with voice but no vote in the resolution of issues,
due to which he/she will be kept permanently duly informed. Any permanent member
may be substituted by the alternate upon request during the meetings. The
Building Committee will keep a Meeting Minutes Book, duly identified and
approved by the Condominium Owners' General Meeting, in which every item heard,
its background, Building Committee considerations and vote and the final
decision on each matter will be consigned. The Minutes will be drafted by
whomsoever is designated by the Building Committee from among its members, and
it shall be signed by the members who attend each meeting. The Building
Committee will keep a legally numbered independent file for each matter heard,
with ail the inherent documentation of each case. The Building Committee Minutes
Book and files on each issue shall be kept in custody by the Administrator and
shall remain in the Administrator's office except when being used by the
Building Committee, and they will be public documents as regards the Joint
Owners or people

<PAGE>

specifically authorized thereby in writing. SEVENTEENTH ARTICLES: FACULTIES OF
THE BUILDING COMMITTEE: The Building Committee will have the following
faculties: a) To issue, interpret and apply the Building Code according to the
structural, architectural, construction, esthetic, urban and landscaping
guidelines that are established in the Public Deed of Constitution of the
Condominium, in the approved Plans and Blueprints of the Condominium approved by
the corresponding authorities, and in the Bylaw of the Condominium, in such
manner that all of their specifications become an application, extension or
logical consequence of such specifications, developing them and facilitating
their application. No provision of the Bylaw shall contradict or invalidate that
which has been approved by the corresponding authorities on the Plans and
Blueprints, in the provisions of the Deed and by the Bylaw of the Condominium.
b) To modify the Building Code by unanimous vote of all its members, as required
by the Condominium and its Joint Owners, the Deed of Constitution, Bylaw, and
approved Plans and Blueprints of the Condominium. Any modification to the
Building Code shall be notified in writing to the joint owners by the
Administrator. c) To fulfill all the functions and tasks that the Condominium
Owners' General Meeting assigns thereto. d) To approve and inspect all
construction in the shared and private areas of the Condominium, in accordance
with the procedure established by this Bylaw and the Building Code. e) To ensure
that all construction in the Condominium, either in its shared or private areas,
meets the applicable norms and regulations of all public regulatory agencies,
plans and the general design of Condominio Global, its Deed of Constitution,
Bylaw and the Building Code. f) To impose the fines and sanctions established in
this Bylaw and reflected by the Building Code on joint owners who violate its
provisions, in which the

<PAGE>

Administrator will fully collaborate. g) To recommend to the Condominium Owners'
General Meeting the establishment or modification of said fines and sanctions,
or other necessary norms in the Bylaw of the Condominium. h) To recommend to the
Condominium Owners' General Meeting to lodge legal action against Joint Owners
who violate the construction, architectural and urban codes of the Condominium.
i) To propose modifications or improvements to the Condominium's shared areas.
k) To name at discretion up to two professional advisors to attend to each issue
that is put before it, and to set reasonable fees for the advisory services
rendered thereby to resolve a matter of the Committee's competence. The fees of
such advisors will be paid by the applicant Joint Owner, or by the one affected
by the matter put before the Committee or by the Joint Owner who is affected by
the Committee's resolution, as is set forth and established in the Building
Code. The Committee's advisors will be selected according to criteria of
absolute reasonability and will be hired by the Committee to issue a suitable
technical or professional criteria to solve each issue. l) To ask the
Administrator of the Condominium for decisions, investigations, recommendations,
and opinion on those matters of the Committee's competence and to which the
Administrator may contribute in regard to his/her/its functions, and to summon
the Administrator to meetings and hearings of the Building Committee with voice
but not vote. m) To modify the specifications of the architectural language of
the Condominium and the quality standards of the construction established by the
Building Code and the Building Committee, provided that they do not contradict
the stipulations of this Bylaw. EIGHTEENTH ARTICLE: BUILDING APPROVAL PROCEDURE:
Any construction in the subsidiary properties which the joint owners, lessees,
occupants or holders under any

<PAGE>

title may wish to execute, including without limitation, modifications,
improvements or electrical installations and mechanical additions, must be
approved by the Building Committee of Condominio Global. For this, they will
submit a preliminary building plan to the Committee which shall include all of
the general relevant information, such as a infrastructure specifications,
location on the subsidiary property, connection with the public utility
installations of the Condominium, and all of the other requisites which the
public regulatory agencies demand to issue permits according to the law and
applicable regulations. The Committee may make suggestions and propose changes
prior to the approval of the plans, and it will have ten business days counted
as of the day following that on which the complete information of the projected
construction is submitted. Approval of the preliminary project and plans by the
Building Committee must be obtained before the Joint Owner processes the
building permits before the public regulatory agencies. When the building plans
are approved by the Committee and by the public regulatory agencies, the
Building Committee will reserve a set of plans for verification and supervision
of the construction and it will have unrestricted access thereto until
completion, and regarding which it may request immediate changes, when
construction does not coincide with what was previously approved. The building
approval procedure will be developed and regulated in greater detail in the
Building Code that the Building Committee will issue. The Bylaw will establish
in detail the procedures that the Building Committee will be governed by, which
shall be assessed by the Condominium Owners' General Meeting by a two thirds
vote of the total value of the Condominium. NINETEENTH ARTICLE: SANCTIONS: Those
joint owners who violate the stipulations and conditions of the Bylaw in regard
to construction, the

<PAGE>

Building Code and guidelines established by the Building Committee, will be
subject to pay a fine equivalent to TWO THOUSAND DOLLARS of the United States of
America per calendar day from the moment of initiation of construction without
the prior authorization of the Building Committee until such authorization is
given. This fine will specifically apply to the cases set forth in this clause
and shall exclude the application of the fine stipulated in paragraph g) of the
Twenty-Third Article of this Bylaw, notwithstanding that the procedure to charge
such fine in the case of the default of payment in good faith of the joint
owner, and its purpose, may be identical to the one set forth in the stated
Twenty-Third Article. If the Building Committee's suggested changes are not
implemented by the given joint owner in his/her/its construction, and if the
Committee considers them necessary to guarantee the harmony and balance of the
structure, systems and general functions of the Condominium and the other joint
owners and that they are required in defense of the common welfare, the
Committee may elevate the proposed construction, suggested approval, and
building approval for the joint owner, to the floor of the Condominium Owners'
General Meeting, and the joint owner will equally be liable to pay the fine
established above to the Condominium if construction is initiated without the
prior authorization of the General Meeting, which must be given by a two thirds
vote of the total value of the Condominium. FOURTH CHAPTER: FINANCIAL PROVISIONS
OF THE CONDOMINIUM: TWENTIETH ARTICLE: THE CONDOMINIUM BANK ACCOUNT: All of the
funds that the Administrator receives and manages under title of maintenance
fees according to the annual budget, as well as any other funds or amounts of
money received by the Administrator in payment of the Condominium expenses,
shall be deposited in a bank account which

<PAGE>

shall be opened by the Condominium Owners' General Meeting in the name of the
Condominium for that purpose, in which the Administrator will be authorized to
sign checks, make withdrawals and deposit funds, and to execute any other usual
bank account operation, except closing the bank account or opening others, which
will require a decision by a simple majority of attending votes in the General
Meeting. Those people who are expressly authorized by the Condominium Owners'
General Meeting to do so, may also sign on the bank account. TWENTY-FIRST
ARTICLE: LEGAL RESERVE FUND. The Condominium annual expense budgets will include
the formation and maintenance of a Legal Reserve Fund formed by withholding five
percent of the cash income up to a total of twenty percent of the annual budget.
The legal reserve fund will be destined for the resolution of the Condominium's
extraordinary conservation, maintenance and restructuring needs, or to cover any
delay in the collection of maintenance fees from permanent occupants, which will
be justified by the Administrator by substantiating the essential needs of the
Condominium. When the fund decreases to below the percentage stipulated herein,
a surcharge will be imposed, the amount and form of which will be agreed by the
Condominium Owners' General Meeting, until the agreed amount is reached, in such
manner that the Legal Reserve Fund remains at twenty percent of the annual
budget of the Condominium. TWENTY-SECOND ARTICLE; MAINTENANCE FEES: a) ORDINARY
MAINTENANCE FEES: The joint owners of the different subsidiary properties of the
Condominium are obligated to contribute an ordinary maintenance fee which shall
be set according to the square meters of the constructed private area of each
subsidiary property, i.e., the constructed private area within the percentage
of ownership compared to the total area of the

<PAGE>

Condominium, to cover: a.i) Maintenance fees, the modification and repair of the
shared assets of the Condominium. a.ii) insurance premium payments for the
infrastructure civil works in the shared areas of the Condominium. a.iii) Tax,
rate and fiscal or municipal contribution payments levied against the
Condominium, the shared areas and fixtures thereof. a.iv) Administrative,
security, and institutional publicity expenses, in equal proportion. a.v) The
fee set for the Administrator. a.vi) Expenses under title of professional
services contracted by the Condominium, be they legal, accounting, auditing,
topographic and any other professional service which may need to be contracted
to cover the general needs of all the joint owners of the Condominium. a.vii)
Lastly, the ordinary maintenance fee will cover trash collection of the three
point four cubic meter trash bins assigned to each joint owner. When collection
requirements exceed the capacity of said bin, the service will be covered as an
individual additional expense by each joint owner, who shall pay it
independently and above the ordinary maintenance fee. Undeveloped private areas
are not obligated to pay an ordinary maintenance fee. The ordinary maintenance
fee will be set by the Condominium Owners' General Meeting by a simple majority
of attending joint owners in the Condominium Owners' General Meeting as part of
the approval of the Annual Budget submitted by the Administrator, and it will be
collected and managed by the Administrator of the Condominium. Any delay in
payment shall be subject to a late interest which shall be set by the
Condominium Owners' General Meeting for that purpose, which percentage shall
prevail when the Condominium Owners' General Meeting fails to expressly set a
different one when it approves the ordinary maintenance fee each year. b)
EXTRAORDINARY MAINTENANCE FEES: In view that the shared areas of
<PAGE>


the Condominium are made up primarily of infrastructure and urban civil works
such as: streets, sidewalks and vehicular and pedestrian access ways, curbs and
their respective gutters, sewage, pluvial and sanitation systems, drinking water
system, fire prevention system, power and exterior lighting network, telephone
and cable television network, irrigation system, waste water treatment plant,
green zones, master power control room, water system access control room, guard
houses and perimeter fence, and parks, the respective maintenance fees will be
covered by the owners per month according to the Condominium's real maintenance
needs, due to which the Condominium Owners' General Meeting shall require a
simple majority of attending votes to establish the extraordinary maintenance
fees to cover such real needs, and it will set them according to the square
meters of the developed private area of each subsidiary property, i.e., the
constructed private area of the percentage of ownership compared to the total
area of the Condominium. The Condominium Owners' General Meeting will also set
extraordinary maintenance fees to cover any extraordinary expenses or needs of
the Condominium which are not specified in the approved Annual Budget, and
which, due to their nature, must be paid by means of a contribution from all the
joint owners according to the percentage of their installed private areas, all
of which will be justified by the Administrator to the General Meeting or
proposed by any one of the joint owners. There shall be no obligation for
undeveloped private areas to pay extraordinary maintenance fees. Defaulted
extraordinary maintenance fees will be subject to the same late Interest
specified for ordinary fees. c) MAINTENANCE FEE PAYMENTS: Both ordinary and
extraordinary maintenance fees must be canceled within the first five business
days of each month at the office of the Administrator of the Condominium.

<PAGE>

The maintenance fee obligation will be charged directly to the joint owner, even
if he/she/it does not personally occupy the subsidiary property. In the case in
which the joint owner does not furbish, use or occupy the subsidiary property,
and cannot be located by the Administrator to charge the maintenance fee, or if,
upon having been located and notified, the joint owner does not meet the
demanded payment in a preemptory term of five business days after the date of
the Administrator's collection advice, whomsoever does furbish, use or occupy
the corresponding subsidiary property under any title will respond for the
maintenance fee and late interest, without impairment of the civil nature of the
joint and several liability of the joint owner. When a subsidiary property of
the Condominium is sold or transferred under any title, the seller is under the
obligation to present to the Public Notary of record of the sale a certification
issued by the Administrator of the Condominium specifying that such subsidiary
property is up to date in the payment of its fees under title of shared
expenses, if the subsidiary property is in default and the sale is made, the
buyer will be considered the joint and several debtor for the amount which will
be certified by the Administrator, without impairment of charging the seller the
amount that he/she/it owes under this title. d) MAINTENANCE FEES OF INDEPENDENT
CONDOMINIUMS: Likewise, when the subsidiary property is also the parent property
of an independent condominium, the ordinary and extraordinary maintenance fees
of such condominium will be defrayed by means of the proportional payment that
the owners of the affiliated subsidiaries must make to the independent
condominiums according to the value that their affiliated subsidiary properties
represent in comparison to the total value of the independent condominium. The
ordinary and extraordinary maintenance fees of the independent condominium must
include in their

<PAGE>

amount the ordinary and extraordinary maintenance fees of Condominio Global, in
such manner that the owners of the affiliated subsidiary properties contribute
proportionally to the payment of the obligations to Condominio Global of the
subsidiary property that is the parent property of the independent condominium.
Said payments will be made to the independent condominium management, which will
be in charge of making the full and total payment of the ordinary and
extraordinary maintenance fees to Condominio Global through the office of the
Administrator, while retaining the amount of expenses that are exclusive to the
independent condominium for the uses and purposes assigned thereto. FIFTH
CHAPTER, JOINT OWNER RIGHTS AND OBLIGATIONS. TWENTY-THIRD ARTICLE: ON THE RIGHTS
AND OBLIGATIONS OF THE JOINT OWNERS: a) THE USE AND DESTINATION OF THE
SUBSIDIARY PROPERTIES: The Joint Owners will use their subsidiary properties in
accordance with the designated use specified in this Deed of Constitution, and
according to the general destination of that condominium which is made up by
land where that is projected for the construction of horizontal, mixed or
vertical office, industrial and commercial units, which shall jointly conform an
Industrial Park which is subject in its most part to the Free Zone System
approved by the Ministry of Foreign Trade and Promotora de Comercio Exterior -
PROCOMER. Furthermore, the subsidiary properties may not be destined for uses
that are contrary to the law, morals or customs, nor may they serve for any
except the expressly agreed use. b) RULES ON THE JOINING AND DIVISION OF
SUBSIDIARY PROPERTIES: The Joint Owners may unite adjacent subsidiary properties
into a single unit under one property title. The division or segregation of such
properties will respect the minimum frontage of five linear meters along public
streets in the shared areas, and a minimum area for the

<PAGE>

division of a subsidiary property of three hundred square meters, provided that
the divided parts meet all of requisites of the Law and this Bylaw for
subsidiary properties. c) BUILDING QUALITY STANDARDS: The joint owners shall
comply with all of the building quality standards of the Condominium as
established by its Deed of Constitution, Bylaw, Building Code, and the Building
Committee of the Condominium, which shall be included in and specified on the
building plans of approved constructions. d) PRIVATE SERVICES: The joint owners
may establish, at their expense, services for their exclusive use, provided that
they do not jeopardize or annoy other joint owners or the shared areas of the
Condominium. On-site building maintenance may be provided by each joint owner,
lessee, occupant or holder, under any title. e) The joint owners are responsible
for maintaining, responsible for maintaining, cleaning and decorating the
on-site private areas that correspond to the subsidiary properties. The
maintenance of road surfaces and parking foundations, the internal streets and
access ways of each building and subsidiary property that form part of the
private area will be the responsibility of each joint owner, as well as the
care, irrigation and maintenance of the green areas and gardens within such
private areas. f) FORBIDDEN ACTS: The joint owners may not by any act or failure
thereof disturb the peace of other joint owners or their private areas, or
compromise the stability, safety, health or comfort of the Condominium, or in
fact or potentially damage or affect the infrastructure of the Condominium and
its shared areas. g) SYSTEM OF FINES: Violation of the joint owner obligations
set forth in this clause and in general throughout this Bylaw will result in a
fine of TEN THOUSAND UNITED STATES OF AMERICA DOLLARS for the fact of the
breach, and the obligation of that joint owner to correct his/her/its breach
within a fixed

<PAGE>

period of thirty calendar days beginning on the date of the written advice from
the Administrator regarding the act, a fine and the term for correction. After
that term, if the breach persists, the joint owner will be obligated to pay an
additional Ten Thousand Dollars of the United States of America for each month
in which said breach persists, and the term of correction of thirty calendar
days. A second refusal by the joint owner to pay the fines and correct the
breach will produce the request of the Administrator to the competent legal
authority which will order the payment of the fines and correction of the joint
owner's breach. The summary procedures established by the Civil Procedural Code
are stipulated for processing the claim for payment of the fine by the joint
owner, in the case in which it is not paid in good faith, and for processing the
correction of the breach, though in this case of intervention by a legal
authority, current and late legal interest on the amount of the fine will accrue
until the date on which the process finalizes with the corresponding payment,
together with procedural and personal costs, which shall be at the expense of
the joint owner in breach. The amounts under title of fines that are collected
by the Condominium Management will be applied in the first instance to the Legal
Reserve Fund if the corresponding percentage is such fund is not complete, and
in the second instance, to approved improvement expenses of the Condominium, all
without impairment of those indemnities that legally correspond against the
joint owner and in favor of the Condominium should the breach thereof cause
further damages to the Condominium. h) OBLIGATION TO EVICT FROM THE CONDOMINIUM:
Because the Condominium is an Industrial Park subject to the Free Zone System
with the sole exception of the area that corresponds to Subsidiary Property Lot
Three, and regulated by the general obligatory norms related to its nature

<PAGE>

and use, the obligation of eviction from the Condominium is established within
the sixty calendar days following the date on which the following acts are
incurred by joint owners, lessees, occupants or holders under any title of a
subsidiary property: (i) Reiterated violation or breach of the obligations
specified by the Ministry of Health for the normal operation of a business
established in a subsidiary property in particular; (ii) The disqualification of
the company installed in a subsidiary property in particular by the Ministry of
Health as a Type I-I Industrial Enterprise, if its processes and operations are
very noisy and generate potential risks of contamination of other nearby
companies or residences as the result of the violation of the provisions of the
Industrial Regulations for Metropolitan Areas published on June Eighteen,
Nineteen Ninety-Five, and its future reforms, as well as any other Ministry of
Health or other government authority applicable norm, law or regulation which
establishes and determines that such company should not continue to operate or
that it cannot continue its activities within the Condominium due to its
location, nature and use, as an Industrial Park and with the application of the
Free Zone System. (iii) The loss of the Free Zone System and abandonment of the
subsidiary property where the company in particular operates. (iv) Breach in the
payment of the maintenance fee to the Condominium for six consecutive months,
(v) Repeated damage to the shared areas and services of the Condominium, or a
one-time damage that is not duly repaired or compensated by the joint owner,
lessee, occupant or holder under any title of a subsidiary property en
particular to the Condominium within the term and for the reasonable amount
specified by the Administrator and approved by the Condominium Owners' General
Meeting. i) GENERAL APPLICABILITY TO HOLDERS UNDER OTHER TITLE: Any person who
holds any title over the subsidiary

<PAGE>

properties, either as lessees, occupants or holders, or others, will be subject
to obey the same rights and obligations established for joint owners, who shall
ensure their compliance. The fines will be imposed on joint owners by
Management, and they will rebound to the lessees, occupants or holders;
nonetheless, if the joint owner does not satisfy its obligations in good faith,
the lessees, occupants or holders of the subsidiary properties will be jointly
liable and Management may impose exigible fines and liabilities on them under
this Bylaw, who will consequently be entitled to file for redress from the joint
owner in breach. TWENTY-FOURTH ARTICLE: ARCHITECTURAL LANGUAGE OF THE
CONDOMINIUM: Joint owners, lessees, occupants and holder, under any title, will
be responsible for constructing their buildings and maintaining their subsidiary
properties in suitable conditions that will not jeopardize the Condominium's
general image, due to which they will abide by the following provisions: a)
ARCHITECTURE: The architecture of the buildings in each construction project on
a subsidiary property must be harmonious with the architecture of the other
existing constructions. The architectural concept consists of managing pure
geometric forms and derivatives thereof. b) COLORS: The buildings of the
Condominium will use suitable colors approved in advance and in writing by the
Building Committee. c) MATERIALS: Top quality materials will be used in the
buildings, particularly the partition walls will be made of concrete or any
other material approved by the Building Committee as stated, except for metal
partition walls which will not be allowed as a primary element, only in specific
sections and as an architectural accent. d) FENCES: The only fences allowed are
live hedges with a maximum height of one point five meters along the borderlines
of each property, prior Building Committee authorization. Under no condition
will the construction of solid

<PAGE>

railings or cyclone fencing be authorized, except around the external perimeter
of the Condominium or to protect restricted access areas. In this latter case,
they must be covered with the appropriate material, with greenery or a material
similar to black saran. e) SIGNAGE: For businesses to place signs, they must
have Management authorization. The signs must have a compatible architectural
design with the building that they identify. The materials, finishes and colors
must coordinate with those of the building and be located in areas designated by
Management for that purpose. Sign illumination must not be flickering. It must
be located in a concrete structure at ground level. Signs hanging from the
ceiling or posts are not allowed. Flag poles may be installed, providing that
they do not exceed ten meters in height and the size of the flags must not
exceed one hundred fifty centimeters by three hundred centimeters. f) PAINT: The
joint owners will be responsible for maintaining their buildings or industrial
units and expansions suitably painted, in such manner that they do not
jeopardize the image of the Condominium and they shall paint the exterior of the
buildings at least every three years at the company's expense. No company may
paint the buildings or industrial units that it occupies a different color than
those described previously, unless it receives the express and written
authorization of the Building Committee. g) BUILDING FACADE: No company may
change the facade of the buildings without the express written, prior
authorization of the Building Committee. h) REGULATIONS: No electromechanical
equipment, including meters, may be exposed on the wall surfaces of the
buildings. Corrugated tin partition walls are not allowed unless they are used
as architectural accent elements designed according to the general architecture
of the Condominium, prior written approval from the Building Committee. The
roofed area of the buildings

<PAGE>

may not exceed seventy percent of the total area of each individual parent
property. The clearing of the frontage of the buildings will be at least six
meters from the curb line and the lateral retreats will be three meters from the
property line of the individual parent property as a minimum. No building may
exceed twenty meters in height and buildings over two floors in height will
require a prior permit from the National Civil Aviation Administration, which
will be processed by the interested joint owner and turned over to the Building
Committee as a prior requisite for the approval of the respective construction.
For naves or any other type of industrial installation over five meters in
height, and which are adjacent to the property line of the subsidiary property,
the lateral and back clearings will increase one meter for each meter of
additional height; the front clearing will be nine meters. Under no condition
will the construction of solid railing or cyclone fencing, with the exception of
the external perimeter fences or to protect restricted access areas of the
Condominium, be authorized. In this latter case, the fences must be covered with
suitable materials, either greenery or a black saran-type material. No
mechanical or power equipment must be exposed or showing above the surface of
the subsidiary properties or future buildings. When meters, valve boxes,
pedestal transformers or other public utility connections are needed, they must
blend with the infrastructure or the building, in cases when such exist,
regarding the future development of the stages of this Condominio Global, and
inasmuch as possible, they shall be hidden by materials that blend with the
architecture or landscape of the infrastructure or building accordingly. Large
equipment, such as storage tanks, generators, water cooling towers and
compressors, must be placed in machine rooms or specially designed areas so that
they blend with the infrastructure, architecture and

<PAGE>

landscape of the building of each subsidiary property, if required in specific
cases. i) CONSTRUCTION: To maintain the image of Condominio Global, all
construction shall be executed prior approval from the Building Committee of the
Condominium, it must be fenced in and have controlled worker and equipment and
materials entry and egress, which details are stipulated in this Bylaw. Also,
the joint owners who engage the construction projects shall meet occupational
safety norms guaranteeing the least number of accidents possible, and they must
also comply with the environmental standards of the Condominium which will be
specified later in this Bylaw. The owner of the construction project will be
liable for ensuring that the subcontractor who executes the project does not
damage the installations or structures of the Condominium, the private and
shared assets, and for guaranteeing the conservation of the ornamentation and
cleanliness of the Condominium at all times. The joint owner who engages the
construction work will be charged all of the inherent expenses for the
replacement, repair, damages and necessary extraordinary maintenance that is
directly or indirectly produced by the construction project, independently of if
it is caused by an outside contractor. Failure to pay such expenses to
Condominium Management according to the breakdown provided by Management to the
joint owner, within five business days beginning on the day following
notification from the Administrator, will accrue late interest at the same rate
as was set for the Ordinary Maintenance Fee by the Condominium Owners' General
Meeting. j) GARDENING AND LANDSCAPING: The joint owners shall maintain their
private green areas in a similar natural setting as the Condominium and in
accordance with the Building Code. The joint owners will be responsible for
maintaining the automatic sprinkler systems and hydrometers of their

<PAGE>

subsidiary properties. In no case may the joint owners maintain vegetation in
their private green areas which could or may reasonably be expected to produce
bad odors, sanitation or ornamentation issues, or which could damage the
external or sub-surface infrastructure of the Condominium, the shared or private
installed services or systems of other joint owners, in such case, the
Condominium Management will caution the joint owner to immediately and
definitely withdraw the damaging or potentially damaging or problematic
vegetation. The Building Code will develop and specify each and every one of the
aspects of the architectural tendency of the Condominium, which will also govern
the independent Condominiums. TWENTY-FIFTH ARTICLE: PROHIBITIONS: a) ANIMALS: It
is forbidden to keep animals of any type in the Condominium, except those which
may be used by security and which will be exclusively for the purposes thereof.
b) SUBSTANCES AND MATERIALS: Also, it is forbidden to keep inside of the
Condominium any type of substance or product, either chemical or natural that
produces bad odors, is inflammable or may endanger the welfare and safety of
people and buildings, and other structures and works of the Condominium.
Therefore, it is forbidden to possess explosive, inflammable or unsanitary
materials, which produce bad odors; smoke or any disturbance, or which may
endanger health, with the exception of those from the operation of the
industrial plant installed on each subsidiary property and its corresponding
production processes, which will have previously been reported to and authorized
by the Condominium Management or the Condominium Owners' General Meeting, if the
Administrator should find it necessary to place the matter before it for its
knowledge and approval. c) FOOD CONSUMPTION: No person may use the sidewalks,
streets or green zones to ingest food. The joint owners, lessees, occupants or
holders,

<PAGE>

under any title, must ensure the correct abidance of this article. In the shared
recreational zones of the Condominium, exclusive areas will be installed where
food may be consumed during social, sports events or at lunch hours, the use of
which for specific activities must be requested by the joint owners in advance
and in writing from the Administrator, after which they shall not engage in any
activities other than those originally proposed and approved, meaning that in
the case of requiring any modification, Management shall be notified in writing
and its prior approval newly obtained. Each joint owner, lessee, occupant or
holder, under any title, of a subsidiary property must destine part of the
private area to the food requirements of staff and visitors, generally in
accordance with the applicable Ministry of Health regulations, d) INDUSTRIAL
SEWAGE: In regard to industrial sewage, the Condominium has its own waste water
treatment plant, the use and limitations of which are binding on all the joint
owners, lessees, occupants or holders under any title. Therefore, it is
forbidden to allow industrial sewage to run free, especially in the following
cases: d.i) It is forbidden to discharge untreated industrial waste into the
sewers. Management may authorize such discharge prior authorization from the
Ministry of Health and within the limits of the treatment system, d.ii) It is
forbidden to discharge sewage, runoff and industrial residues into the pluvial
drainage system of the Condominium. TWENTY-SIXTH ARTICLE. THE OBLIGATION OF THE
JOINT OWNERS FOR ENVIRONMENTAL CONSERVATION: All of the joint owners, lessees,
occupants or holders, under any title, are obligated to contribute to the
betterment and maintenance of the natural and artificial environmental
conditions that meet the vital and health needs of neighboring populations, such
as by the good and healthy habits of their workers. No establishment may operate
in the

<PAGE>

Condominium if it constitutes a nuisance, danger, or if it fosters unhealthy
conditions in the area, either because of the maintenance conditions if its
industrial unit, the systems that it employs in its operations, because of the
way it eliminates wastes and emissions, or because of the noise that its
operation produces. As a result, no companies may operate which, due to the
nature of their business or the conditions in which it is conducted, the
materials or wastes employed, elaborated or emitted, or which due to the storage
of toxic, corrosive, inflammable or explosive substances, could produce effects
capable of jeopardizing or effectively damaging, in an immediate and serous
manner, the environment, installations and structure of the Condominium, the
lives of the inhabitants or neighboring populations of the Condominium. All of
the joint owners, lessees, occupants or holders, under any title, of the
Condominium's subsidiary properties, businesspeople, workers, administrative
staff and visitors, are obligated to abide by the environmental commitments that
govern the Condominium and which are set forth in the Environmental Impact Study
of the Barreal Free Zone Project, which was submitted and approved by the
National Environmental Technical Secretariat -SETENA, by its Resolution Number
one hundred forty-one B ninety-nine, by the original owner of the rural property
which was put under the Condominium Property System in this deed for the
creation of the Condominium, PARQUE GLOBAL SOCIEDAD ANONIMA, Corporate
Identification number three B one hundred one B two hundred thirty thousand five
hundred seventy-eight, which environmental commitments form an integral part of
the Bylaw and a copy of which is given to each joint owner together with the
Bylaw for their due information and strict abidance. The joint owners, lessees,
occupants or holders, under any title, whose activities are disturbing,
unhealthy or

<PAGE>

dangerous and which operate irregularly may be closed down by the health
authority without Management liability, and in each case, its owners and
administrators will be obligated to comply with the orders or instructions of
the health authority for the purpose of putting and end or mitigating the
unhealthy, dangerous or disturbing conditions produced thereby. It is the
obligation of the companies that are established in the Condominium to place in
service in the installations that they occupy the equipment and systems that are
necessary to avoid the discharges, emissions, emanations or noise that their
operations cause and which generate contamination. Also, it is the obligation of
the joint owners, lessees, occupants or holders, under any title, to have fire
and other natural disaster prevention systems as required by the Fire
Department, National Emergencies Commission, and the National Insurance
Institute, as well as having systems to avoid interior environmental
contamination that could jeopardize the health and welfare of their staff and
others. TWENTY-SEVENTH ARTICLE: TRASH OR SOLID WASTE BINS: the Condominium will
provide trash bins along sidewalks and pedestrian walkways. Each building must
have trash bins that are suitable to its volume, which must be located in a zone
authorized in writing by the Administrator and which is not visible from the
main street. The location must be in a place which minimizes odors or noise to
the neighboring subsidiary properties. The Administrator will coordinate solid
waste collection services through private waste collectors who are authorized by
the corresponding State agencies. The companies established in the Condominium
will be obligated to use the trash collection system provided by Management, due
to which it is forbidden for any individual or company to dispose of or
accumulate solid waste in places that are not expressly authorized for that
purpose, to use unsuitable means of

<PAGE>

transportation or accumulation, and to proceed to use, treat or finally dispose
of waste by means of systems that have not been approved by Management under the
norms established by the Ministry of Health, Municipality of the Central Canton
of the Province of Heredia, and by the trash collection company. The Condominium
will provide solid waste bins located in shared green areas and strategic
places. Management will be responsible for maintaining the optimum condition of
the bins; however, joint owners, lessees, occupants or holders, under any title,
will collaborate in promoting the adequate use and care of such bins among their
staff and visitors. The trash generated by each joint owner, lessee, occupant or
holder, under any title, operation, must be deposited in the easy-access
enclosed bins that are provided by the companies installed in each subsidiary
property and placed in specific areas only on those days when trash is
collected. The location of such bins will be in an area that is protected from
view from the main street and which shall avoid bad or trashy odors. In the case
of toxic, metal, or other types of waste that are not admissible in the sanitary
landfills where the Condominium will send its waste, the respective joint owner
must hire a supplier authorized by the Ministry of Health, and it will be under
its responsibility, risk and expense that such waste will be removed. To cover
the trash collection expenses of each joint owner, the terms of the
Twenty-Second Article, paragraph a) Ordinary Maintenance Fee, sub-paragraph
a.vii) will apply. SIXTH CHAPTER. ON ACCESS INTO THE CONDOMINIUM. TWENTY-EIGHTH
ARTICLE: CONTROL AND REGISTRATION OF PERSONS AND VEHICLES: In view that the
Condominium is an Industrial Park which is in great part subject to the Free
Zone System, with its respective customs controls, strict control of entry and
egress of vehicles and persons, is an essential part of the

<PAGE>

Condominium's security system. To achieve such access, the vehicles and
administrative staff and workers of the businesses must register in the guard
station which is located at the entrance to the Condominium, and they must
present the identification that the Administrator will provide for that purpose
as a necessary means of access which will allow the permanent access of said
persons and vehicles to be controlled and facilitated. Visitors and those other
passengers or heavy vehicles which, by nature and function are necessary for the
development or operation of the Condominium, given its commercial and industrial
nature, such as those that transport prime materials, components or finished
product under customs control, shall obtain due authorization from Management or
the joint owners, lessees, occupants or holders, under any title, of the
subsidiary properties which they visit to obtain access to the Condominium. The
entry and egress of vehicles, buses and persons to the Condominium may only be
achieved through sites that are designated for that purpose by the Condominium
Management and according to the following provisions: a) VEHICULAR ENTRY AND
PARKING: To enter the Condominium, the driver of a vehicle shall identify
him/herself at the guard post or customs control station, as it may be, where
the corresponding record book will be kept, which will indicate for the driver
and passengers, their names, I.D, or passport numbers, place of origin, address,
reason for entry, and times of entry and egress. Vehicles which enter the
Condominium shall abide by the speed limits on posted traffic signs and in
general they shall abide by a pedestrian zone maximum speed limit of twenty-five
kilometers per hour. Drivers must use marked areas for parking, and they will
not be allowed to park automobiles in restricted areas, such as the access ways
into each company, loading areas, or the

<PAGE>

areas located in front of bus stops, water hydrants, or any other places that
are restricted under genera! provisions, laws, regulations and traffic signs.
Management reserves the right to tow incorrectly parked cars, and the owner of
the car will pay the respective expenses plus a Twenty Dollar fine, which may be
charged to the joint owners, lessees, occupants or holders, under any title, of
the subsidiary property which the driver was visiting or is employed by.
Management will not be liable for damages incurred by said action. Heavy
vehicles which carry prime materials, components or finished product must park
at the loading dock of each subsidiary property, it is strictly forbidden for
heavy vehicles to be parked on public roads, streets and access ways of the
Condominium, and the marked passenger car parking spaces are not applicable to
heavy vehicles. In the case in which the assigned loading dock of a property is
insufficient, the heavy vehicle shall wait outside of the Condominium unless
Management assigns another temporary loading dock or parking zone to it. All
national laws and regulation regarding traffic and vehicular parking apply in
the Condominium. Passenger cars that belong to the following duly-authorized and
identified people may enter the Condominium: the staff of Promotora de Comercio
Exterior PROCOMER, the General Customs Service, Ministry of Health, Ministry of
Labor, Ministry of Public Safety, Ministry of the Treasury, Ministry of Economy,
Industry and Commerce, General Internal Revenue Administration, and Management
staff. To achieve said entry, the vehicles must be registered with Management,
which will provide identification and the necessary means of access which will
allow control and facilitate the permanent access of such persons. The customs
station may at discretion request the inspection of an outgoing vehicle, b)
VEHICULAR EGRESS: To leave the Condominium, all unidentified

<PAGE>

vehicles will stop at the guard station to be registered internally by the
guards who will authorize the egress of the vehicle, which may be denied if any
anomaly is encountered, in which case it will immediately be reported to
Management. Egress from the Condominium of any merchandise that may have entered
under the benefits of the Free Zone System, either prime materials, finished
product, equipment or machinery, must be authorized by an official of the
General Customs Service and must have all the respective documents stipulated in
the General Customs Law, its Bylaw, norms and procedures. All merchandise
transportation vehicles, light cargo transportation vehicles with enclosed cargo
beds, trucks, containers, motorcycles with cargo carriers or any other vehicle
that is specially conditioned for the transportation of goods, must be reviewed
inside and outside without exception by the security guards who will authorize
its egress from the Condominium. For the egress of containers or other types of
tagged vehicles, the security post of the Condominium will corroborate that any
vehicle that exits is carrying the exit documents that are required by the
General Customs Service, and will review the tag number against the one
specified on the Customs documents. Furthermore and continuing along the same
vein, the security officer that makes the verification will note the following
information in the book of egresses: name of the driver, transport company,
vehicle license plate, type of vehicle, tag number, Customs policy number,
issuing free zone company, and time of egress. This does not disallow requests
for information that the Ministry of the Treasury, General Customs Service,
Promotora de Comercio Exterior or Management may require for good vehicular
egress control. Conditionally and in coordination with the Customs post,
outgoing cargo, vehicles may be searched. c) EXECUTIVE, ADMINISTRATIVE

<PAGE>

STAFF AND WORKER VEHICLES: In the case of executive, administrative staff and
worker vehicles, Management will provide them with an identification tag valid
until December of current year, whereupon the lists will be updated with
Management and new identification tags will be issued valid until December of
the next year, which will allow entry and egress from the Condominium. The
Condominium security may at random stop any one of these vehicles and search its
trunk and interior, if any anomaly is encountered, it will be reported to
Management and the Customs post for the corresponding action. In the case of
recidivism or a more serious fault, Management may withdraw the identification
tag, resulting in permanent inspection each time the vehicle leaves the
premises. d) ENTRY AND EGRESS OF EXECUTIVES, ADMINISTRATIVE STAFF AND WORKERS:
To control the entry and egress of people into the Condominium, the companies
installed in the subsidiary properties and Management must provide their
executive, administrative staff and workers with a personal identification tag
which must contain the following information at least: Company name, complete
name of worker, C.R. Identification Card number, a recent photograph, authorized
stamp of the company that the person works for, and date of issue. The
identification tags shall not be valid beyond the month of December of the
immediately following year. Management will provide said identification tag to
each company at cost and it will be the responsibility of the company to
immediately notify the expiration of an employment contract to Management for
purposes of control and authorization for the entry of their executives and
workers. The companies must be liable for controlling the merchandise of their
property or in their custody. However, the Condominium Security may make random
inspections of the purses or bags of the executives, administrative staff,
workers and

<PAGE>

visitors when they consider it necessary. In the case of anomalies, it will be
the responsibility of the security team or the company that is installed in the
Condominium to report to Management, who will inform the representatives of the
General Customs Service accordingly. The administrative staff, executives and
workers of the companies installed in the Condominium will have free access
thereto; however, they must wear the special identification tag mentioned in the
preceding article, and enter and leave through the accesses provided for the
Condominium by Management for that purpose, showing their identification and
providing the data for their record. e) VISITOR ENTRY AND EGRESS: To enter the
Condominium, visitors must identify themselves at the guard house, providing the
guard with the requested data and suitable identification and the reason for the
visit. Once done, the guard will confirm the visitor with the company and, if
appropriate, the object of the visit, and will give the visitor an
identification tag, which must be worn in plain sight as long as the visitor
remains in the Condominium. The guard post will keep a record of visitor access
in the corresponding book, where the following data will be noted: name of the
visitor, identification Card or passport number, automobile license plate,
company to be visited, hour of entry and of egress. f) ON SALESPERSON ACCESS:
Except by express authorization from Management, all types of sales within the
premises of the Condominium or its access ways is prohibited, including
traveling salespeople. SEVENTH CHAPTER: MISCELLANEOUS: TWENTY-NINTH ARTICLE:
GENERAL REGULATION WHICH THE JOINT OWNERS SHALL ABIDE: In view that the
Condominium is an Industrial Park subject in its majority to the Free Zone
System, and that on the date when it was subjected to the Condominium Property
System it obtained the respective approvals from the regulatory public agencies,
such as, without limitation,

<PAGE>
the Ministry of Foreign Trade, Promotora de Comercio Exterior PROCOMER, the
National Environmental Technical Secretariat SETENA, the General Customs
Service, the Ministry of Health, "INVU", "IMAS" and the institutions that
provide approval for the Condominium Property System, the joint owners who
acquire a subsidiary property in the Condominium also acquire a property subject
to the general inalienable regulations regarding the nature, use, structural and
organizational make-up of the Condominium which they must abide by at all times.
Consequently, the joint owners are obligated to abide by the stipulations
contained in the Law and Bylaw, those of the Internal Rules of Operation of
Parque Global S.A., approved by PROCOMER on Two December, Nineteen Ninety-Nine,
the Global Free Zone Master Plan dated Thirty October, Nineteen Ninety-Eight, a
copy of which has been attached to the Notarial Book of References of Notary
Jimenez-Morua as a reference document, the environmental commitments that govern
the Condominium and which are set forth in the Environmental Impact Study of the
Barreal Free Zone Project, which was submitted to the approval of the National
Environmental Technical Secretariat by means of its Resolution Number one
hundred forty-one B ninety-nine, by the original owner of the rural property
that was subjected to the Condominium Property System in this deed for the
creation of the Condominium, PARQUE GLOBAL SOCIEDAD ANONIMA, Corporate
identification number three B one hundred one B two hundred thirty thousand five
hundred seventy-eight, the General Health Law, its reforms and Bylaw, and when
the companies that are installed in the subsidiary properties are also subject
to the Free Zone System, they must also abide by ail of the stipulations
established in Free Zone Law Number seven thousand two hundred ten, its reforms
and bylaws, as well as by

<PAGE>

General Customs Law Number seven thousand five hundred fifty-seven, its reforms
and bylaws, and all of those laws and regulations that apply to the subject and
activity. The Administrator will provide the joint owners with an information
pamphlet that will contain this Bylaw, the internal Rules of Operation of Parque
Global S.A., the Global Free Zone Master Plan, and the environmental commitments
acquired by the Condominium before SETENA. Nevertheless, no joint owner may
allege ignorance of the stipulations and regulations to which he/she/it is
subject because of the fact that the Administrator does no provide such
information, since the joint owner, upon acquiring the property and consequently
ail of the obligations specified in this Bylaw, will be subject to strict
compliance and it shall be his/her/its individual obligation to be duly informed
and gather the regulations that have been mentioned. Breach by the joint owner
of any of the stipulations that govern the Condominium will be put before the
Condominium Owners' General Meeting, which will determine the measures and
sanctions that will be imposed on the respective joint owner. THIRTIETH ARTICLE:
ON THE AFFECTATION OF THE SUBSIDIARY PROPERTIES TO THE CONDOMINIUM PROPERTY
SYSTEM: In view of the legal nature of this Condominium, i.e., that each
subsidiary property represents a stage of construction and each one of them may
be submitted individually to the Condominium Property System thus creating
Independent Condominiums which will be joined by the shared areas of Condominio
Global, the owners of the subsidiary properties which wish to submit their
property to the Condominium Property System under the Law, shall abide and
ensure compliance with the terms, conditions and provision contained in this
Bylaw by the joint owners, lessees, occupants or holders, under any title, of
the resulting Independent Condominiums, Breach of the stipulations herein will
be

<PAGE>

considered a serious violation of this Bylaw and will empower the Condominium
Owners' General Meeting to demand compliance. THIRTY-FIRST ARTICLE: MODIFICATION
OF THE BYLAW. Any modifications of this Bylaw, be it total or partial, may only
be executed by the Condominium Owners' General Meeting according to Law and by
means of resolutions taken by unanimous vote of all the owners or joint owners
of the Condominium. Every modification must be registered in the Public Registry
and shall be informed by Management to the joint owners. The Condominium Owners'
General Meeting will be the only responsible body to interpret this Bylaw, and
such interpretation will be binding on the parties. To determine if the
interpretation is reasonable or not, the opinion in that regard specified in
writing by the legal advisors of the Condominium's Legal counsel will suffice.
The lack of validity or efficiency of one or more of the stipulations of this
Bylaw will not cause the lack of validity and effect of the remaining
stipulations hereof. THIRTY-SECOND ARTICLE: EXTINGUISHMENT OF THE CONDOMINIUM
PROPERTY SYSTEM: The extinguishment of the Condominium Property System may take
place by resolution of the joint owners met in General Meeting, by unanimous
vote of all the subsidiary property owners of the Condominium, providing that
such extinguishment does not disobey other legislation related to the subject,
particularly in regard to the possible remaining lots or units, The
extinguishment of the system will take effect from its registration in the
..Public Registry, in that case, the entries of the parent property and
subsidiary properties will be cancelled in the Condominium Properties Section
and the new immovable properties will be registered in the General Properties
Section. The acquired rights of third parties will remain intact. TO HERE THE
BYLAW OF CONDOMINIO GLOBAL. --------End of Text---------
<PAGE>

                                  EXHIBIT THREE
                     WASTE WATER TREATMENT PLANT REGULATION

<PAGE>

                                USAGE REGULATION
                             SEWAGE TREATMENT PLANT

BOD  5,20

COD

SS

For the rest of regulated parameters, the quality of the effluent shall meet the
limits established in the Discharged and Reuse of waste Water Regulations,
decree No. 26042- S- MINAE.

<PAGE>

                        PARK SERVICE PROVISION AGREEMENT

Entered into in the city of San Jose, Costa Rica, the twentieth day of the month
of May of the year 2003, by and between:

         Zona Industrial Global ZIG S. A. (the "Administrator"), corporate legal
         identification number three one- cero- one two five three seven one
         eight registered in the Mercantile Section of the Public Registry under
         book one thousand two hundred and twenty nine, page cero nine six,
         entry one hundred eighteen, represented in this act with enough power
         by Carlos Wong Zuniga, personal identity card number one-six six four-
         nine eight nine, legal representation duly recorded in the Mercantile
         Section of the Public Registry.

For the one part and for the other,

         NOVACEPT, Federal Tax ID 770339123 (the "Lessee"), represented in this
         act with enough power of attorney by Donald R. Nathe, passport number
         053930087 permanent resident of 558 Lincoln Ave. Palo Alto, California,
         Unites States of America acting as legal representative;

had agreed to enter into the present Park Services Provision Agreement ("the
Agreement") for the purpose of regulating the park services that the Developer
as owner of the condominium lot number five in the Free Zone Park known as
"Global Park" (the "Park"), shall render to the Lessee, which will be governed
and regulated by the following clauses and conventions:

SECTION ONE: BACKGROUND

1.00  RENT AGREEMENT

         On this very same date, a Lease Agreement (the "Agreement") has been
         executed on which the Lessee will Lease a parcel of land with a shell
         building constructed inside (the "building"), all together, the Lease
         Real Estate.

1.01     PURPOSE OF THE AGREEMENT

         The purpose of this Agreement is to set forth the terms and conditions
         under which the Developer as Park Administrator of the Free Zone Park
         known as "Global Park" and the future Global Park Condominium, in
         accordance with the conditions set forth in the Executive Agreement
         number twenty nine-ninety nine, published in the official newspaper,
         "La Gaceta", number forty-one, on March first of nineteen hundred
         ninety nine on which the free zone status was granted, the operations
         contract signed by and between the Developer and the "Promotora del
         Comercio Exterior de Costa Rica"("Procomer"), and the Park's internal
         regulations, will render certain services to the Lessee, as tenant of
         the Park, which will be described in the following Section. This
         Agreement along with the Lease Agreement and the other documents
         executed on this date, represent the entire and integrated agreement
         between the parties hereto and supersedes prior negotiations,
         representations or agreements, either written or oral.

<PAGE>

SECTION TWO: RENDERING OF THE SERVICES

2.00 RENDERING OF SERVICES

        The Developer, in its condition of Administrator of Global Park's shall
        render the Lessee as well as the other park tenants a series of
        services, which are determined in the list of services attached to this
        Agreement as EXHIBIT A, along with a schedule which details the dates
        and frequency on which those services will be rendered. The list of
        services is based on the regular services required to will be provided
        by a Park Administrator in accordance with the Free Zone Act and its
        regulations. This list may be amended and modified by the Developer at
        PROCOMER request or by taking into consideration the needs of the
        tenants and users of the Park.

2.01 PRICE FOR THE RENDERING OF THE SERVICES

        The Developer will charge the Lessee a monthly amount for the rendering
        of the services. The basis for the computation of the price for the
        rendering of such services will be initially fifty cents ($ 0.50) per
        square meter, thus the Lessee shall pay to the Developer the amount of
        one thousand two hundred and thirty four Dollars (US$ 1,234.00), legal
        currency of the United States of America, payable in advance to the
        Developer on the first working day of each month. As of the thirteenth
        month since the Lessee has become a park tenant, the Lessee will accept
        a five (5%) percent yearly increase on the services fee, estimated over
        the last effective payment. The Developer must render the abovementioned
        services as of the date of delivery of the Lease Real Estate. The
        services fee maybe amended if the list of services is amended and
        modified by the Developer or if the joint Tenancy Board decides to do
        so, taking into consideration the needs and requirements of the tenants
        and users of the Park.

2.02 SERVICES REQUIRED BY LESSEE

        Should the Lessee require additional services not included in the list
        attached hereto AS EXHIBIT A, it shall direct a written request to the
        Developer for the provision of such Service. The Developer will make its
        best efforts to provide such services, if the Developer is able to
        provide such services it will do so and charge an extra amount for them
        to the Lessee. The parties shall agree to this amount in writing
        previously to any new service is rendered. If the Developer is unable to
        provide such service it will communicate so to the Lessee in writing
        within the following five (5) working days after the receipt of such
        request. The Developer will authorize the Lessee to individually
        contract such service with a third party at its own liability and
        expense. Once the Lessee has contracted the service it shall provide and
        deliver to the Developer a list with the names and copies of the
        identifications of the people that will be entering the premises of the
        Park to render such services. The Lessee will hold the Developer
        harmless for any and all claims, lawsuits, accidents, and similar
        situation that may arise with regards to such relationship. The Lessee
        accepts and acknowledges that the Developer is not bound or obliged to
        grant the authorization for the provision of such service and thus, it
        will not grant any authorizations that may affect the

<PAGE>
        general status of the other park tenants or jeopardize the obligations
        of the free ??s status.

2.03 RESIDUAL WASTE WATER DISPOSAL PLANT

        As part of the services to be rendered and provided, the Park has a
        residual waste water disposal plant which is designed to be used by all
        the park tenants. However, in order for the Lessee to use the facilities
        of such plant, it must abide by the conditions and requirements
        regarding the types of water that may be disposed of into the plant, in
        accordance with the document attached hereto as EXHIBIT B. Any violation
        of such conditions and requirements by the Lessee endangers the
        environment and the status of the Park's general population and will
        therefore inhibit the Lessee to continue using the facilities, as well
        as to force it to pay any and all amounts required to fix, clean or
        recalibrate the plant back to its normal conditions as established in
        EXHIBIT B.

SECTION THREE: DELAYS IN THE RENDERING OF THE SERVICES

3.00 ACTS OF GOD, FORCE MAJEURE AND SEVERE WEATHER CONDITIONS

        The Lessee accepts and acknowledges that it will hold the Developer
        harmless and not file a claim or lawsuit against the Developer,
        terminate this agreement, or request a sum for damages or losses if due
        to Acts of God and/or Force Majeure it is not possible for the Developer
        to provide the services agreed to in the way and manner set forth in
        this Agreement and its Exhibits. If by any of the events previously
        stated, the services to be performed by the Developer shall be
        definitely or partially interrupted, it will send written notice to the
        Lessee within twenty-four hours (24) following the occurrence of the
        event.

3.01 DELAYS IN THE RENDERING OF THE SERVICES

        In case of delay, the Developer has ten (10) days to comply with the
        services. The continued delay for a period of more than ten (10)
        calendar days after the services should have been rendered will enable
        the Lessee to contract the service on its own account. The Lessee should
        communicate such decision to the Developer in writing. The written
        communication should clearly state the name of the contractor and
        complete details of its offer. The Lessee shall make reasonable efforts
        to look for contractor whose offer is similar to the price charged by
        the Developer for the rendering of such service. Once the service is
        rendered and it is billed the Lessee will pay the bill and it will be
        entitled to recover such payment from the Developer, without prejudice
        of its right to claim indemnification for all the damages suffered by
        the delay.

SECTION FOUR: IN FINAL AND MISCELLANEOUS PROVISIONS

4.00 CONTRACTUAL RELATIONSHIPS

        The Lessee will have no contractual or dependency relationship with any
        of the contractors or Developer's employees appointed by it to perform
        the services described in EXHIBIT A. Neither will the Lessee have any
        contractual, dependency or labor relationships with any individuals or
        commercial

<PAGE>
        corporations hired or appointed by the Lessee to perform the services in
        case of delay.

4.01 COMMUNICATIONS

        Every notification or communication that the parties of this agreement
        must do according to the dispositions of the present agreement will be
        done in working hours, in writing and will be delivered personally or by
        any means that allow proper identification of date of emission and
        receipt. The following are the official addresses for notifications:

        a) Developer               At the administrative offices of
                                   Global Park, located in La Aurora de
                                   Heredia, to the attention of Carlos Wong.
                                   Fax number(506)209-5960.

        b) The Lessee              At Novacept in Palo Alto California to the
                                   attention of Donald R. Nathe with copy to
                                   Novacept in Costa Rica.

4.02 ARBITRATION CLAUSE

        This Agreement shall be construed and governed by the laws of the
        Republic of Costa Rica.

        In accordance with the "Ley sobre Resolucion Alterna de Conflictos y
        Promocion de la Paz Social" No. seven thousand seven hundred seventy
        two, enacted on December fourth, nineteen hundred ninety seven,
        including but not limited to the provisions included in article twenty
        two on which the parties acknowledge that this Agreement shall be
        interpreted and governed by the laws of the Republic of Costa Rica.

        Any dispute or claim ("The Dispute") with respect to the validity,
        construction or enforceabiiity of this Agreement or arising out of or in
        relation to this Agreement, or for the breach hereof shall be initially
        resolved by the Parties in good faith within 30 Days ("the Initial
        Period") from the day of notice by any of the Parties to the other Party
        as to the existence of a dispute or claim if the Parties are unable to
        settle The Dispute within the period of time indicated before, the
        Dispute shall be finally settled by arbitration in Costa Rica by three
        arbitrators selected in accordance with the arbitration rules of the
        Conciliation and Arbitration Chamber of the Costa Rican Chamber of
        Commerce. All rules of the Conciliation and Arbitration Chamber of the
        Costa Rican Chamber of Commerce shall apply to the Arbitration and the
        arbitration process. For purposes of article nineteen of the above
        mentioned law it is agreed that, under such Law, the arbitration shall
        be considered an arbitration of law. The arbitrators should render a
        decision regarding the party that should result liable for the payment
        of all costs, expenses and fees related to the arbitration. Any such
        arbitration shall be conducted in the Spanish language.

<PAGE>
        The arbitration award shall be well founded, in writing and shall be
        final and unappealable, with the exemption of the revision and nullity
        defenses (recourses), according to the rules of the Conciliation Center
        of the Costa Rican Chamber of Commerce,

4.03 AMENDMENTS TO THIS AGREEMENT

        Any amendment to this agreement must be done in writing and must be
        signed by both parties.

4.04 SECTION HEADINGS

        The section headings used in this agreement are introduced to ease up
        the lecture of this Agreement, and are by no means intended to be part
        of the content of each clause or to be used for interpretation of the
        contents of this agreement.

        In witness whereof, the parties sign in two identical copies considered
        as original on the indicated place and date.

/s/ [ILLEGIBLE]
-------------------------------
Lessee
Novacept


/s/ [ILLEGIBLE]
-------------------------------
Developer
Zona Industrial Global, ZIG S. A.

<PAGE>

                                   EXHIBIT A
                                 BASIC SERVICES

<PAGE>

                                 BASIC SERVICES

                             INCLUDED IN MONTHLY FEE

          1.   Twenty four hours perimeter security access control for vehicles
               and persons. No specific security is provided for parking areas
               and internal theft control.

          2.   Daily maintenance of public roads, internal streets, common
               areas, access and parking areas.

          3.   Maintenance of green areas. Damage plants should be removed and
               replant when needed, any additional plant should be approved by
               the Administration

          4.   Refuse Collection. Three times per week a container of a maximum
               capacity of 3,4 m3. Garbage should be dropped in plastic bags
               inside each container, cartoon boxes should be unfolded or
               properly disassemble. Wooden pallets will be collected once a
               month, meanwhile should remain in the inside of the building.
               Collection of any additional or different type of waste should be
               covered by another contract.

          5.   Access to the waste-water treatment plant. For human waste
               only. Discharged water should comply with the following
               specifications:

               DBO 5,20        <30 mg/l
               COD:            <60 mg/l
               SS:             <10 mg/l

          6.   Building basic maintenance. Minor plumbing such as roof leaks and
               broken tubes and pipes, storm waters and sewer system.
               Electrical repairs such as replacement of lamps ??nd bulbs. All
               material should be provided by each company.

          7.   Recruitment services. Access to a database with candidates
               interested in working in companies located in Global??Park.

          8.   Customhouse. Physical space and equipment for the Government
               Custom Agent.

<PAGE>

                                   EXHIBIT B

                    WASTE WATER TREATMENT PLANT REGULATIONS
<PAGE>
                                USAGE REGULATION
                            SEWAGE TREATMENT PLANT

BOD 5,20

COD

SS

For the rest of regulated parameters, the quality of the effluent shall meet the
limits established in the Discharged and Reuse of waste Water Regulations,
decree No. 26042- S- MINAE.