Exhibit 10.1


 


	
   

  	
  No. 306

  
	
   

  	
  Of May 25th, 1999

  
	
   

  	
  PROPERTY LEASING

  
	
   

  	
  COMMUNE Of APT / SA.

  
	
   

  	
  LABORATOIRES EUROSILICONE

  



 


THE YEAR
ONE THOUSAND NINE HUNDRED NINETY NINE,


The twenty-fifth of May,


IN APT (Vaucluse), 42, Docteur Vallon Street, in the office
of the Notarial Service of Apt below Named.


Master André PAGES, Notary of the Professional Civil Society
<<FRANÇOIS BOYER and ANDRÉ PAGES>>, holder of a Notarial Service in
APT (Vaucluse),


in receipt of the present act containing:


PROPERTY LEASING


BY:


The COMMUNE OF APT, located in the section of
Vaucluse.


Represented by Mr. Claude AGNEL, remaining in 84400
APT, Acting as First Deputy mayor of aforementioned commune,


And
by virtue of the approval which it was given by the Town council according to
deliberation of December 16th, 1998, an extract of certified correspondent
minutes of which is enclosed after mention.


Made observation that an official report of the
above-mentioned deliberation was aimed by the Sub-prefecture of APT (Vaucluse),
December 23, 1998.


Called
<<THE LESSOR>>


ON ONE HAND









 



TO THE ADVANTAGE OF:


The
company called <<LABORATOIRES
EUROSILICONE>>. A Public company with capital of 1.050.000
Francs, the seat of which is in APT (84400), District of Peyrolière, identified
under the number 347 535 296 and registered to the Régistre du Commerce and
from Sociétés D’AVIGNON.


Represented
by MR. FRANÇOIS TOURNIAIRE,


Having
any powers with intent to present, by virtue of article 19 of the statutes of
aforementioned society


Called
<<THE LESSEE>>


On the other hand


WHICH
agreed on leasing object of presents and beforehand displayed what follows:


PREAMBLE


Has
/ The present contract binds, for a long duration, public bodies with a private
company. It introduces a certain numbers of original aspects of this fact. That’s
why both interested parties estimate necessary, in preamble, to clear the mind
of this contract and to clarify their intentions to clarify the clauses which
will follow and to facilitate interpretations in the future.


1)
It is about a convention of tenancy matched by an agreement to sell which
implicates reciprocal obligations but it is also about an act of trust, the
city of APT wishes the success of the industrial project of the purchasing
company and considers that this success will be advantageous in the group of
the inhabitants of APT. The purchasing company considers from his part, as
fundamental of objectives followed by the city of APT and which is to assure
its population the guarantee of stable and correctly remunerated jobs.


2)
Being aware of the common interest which binds them, both parties also agreed
to plan each time it will be necessary on the inherent problems for the
execution of present.


3)
The nature of the agreements entered into, the reciprocal trust which exists
between parties and without whom the present convention would not have been
born, confer on the present contract a character <Intuitue personnae>.


One says of it here that the
companies which perform operations of the property leasing in a habitual way must
have the quality of a tradesman (Article II, amended law of July 2nd, 1967),
but nevertheless it is supposed that a non tradesman and notably a group can
use, in an occasional way to this process. The present leasing constitutes a
completely occasional operation performed by the city of APT.



 2
 






 



B
/ The city of APT is owner of a building with industrial usage with contiguous
ground, the whole located on the Commune of APT (Vaucluse), registered with the
land registry Section AK, No. 109, 110 and 162, in the industrial district of
Peyrolière.


After
this preamble being completely part of the act, it is passed to conventions
object of presents.


CHAPTER 1


LOCATION


FIRST
ARTICLE: OBJECT


The
lessor gives leasable, in conditions considered by the law 66-455 of July 2nd,
1966 on the LEASING, to the lessee, which accepts, to take in lease hoe them
real estate indicated below:


DESIGNATION


IN
APT (Vaucluse), District of Peyrolière,


A
building with industrial usage with contiguous ground,


Wholly
registered with the land registry:


	
  Section

  	
   

  	
  No.

  	
   

  	
  Locality

  	
   

  	
  Surface

  
	
  AK

  	
   

  	
  109

  	
   

  	
  Degan Way

  	
   

  	
  5a 80ca

  
	
  AK

  	
   

  	
  198

  	
   

  	
  La Peyrolière

  	
   

  	
  49a 30ca

  
	
  AK

  	
   

  	
  204

  	
   

  	
  La Peyrolière

  	
   

  	
  8a 29ca

  
	
   

  	
   

  	
   

  	
   

  	
  Total
  Surface:

  	
   

  	
  63a 39ca

  



 


Such
as it continues and includes, with all its wealth, dependency and buildings by
destination, servitudes and joint ownership, without exception nor reservation,
others than those being able to be related if need be in presents.


ORIGIN OF OWNERSHIP


1) In
regards to the number 109 of section AK:


The
aforementioned GOOD belongs to the COMMUNE Of APT, lessor in presents, by means
of the acquisition made by Mr. Ulysse Henry JACQUET (born at 84400 GARGAS, on
June 12th, 1921), and his spouse, Madam Jeanne Paule Alice PLAT (born at 84600
VALREAS, on May 13th, 1926), and of Madam Geneivieve Martine JACQUET (born at
84400 GARGAS, on February 16th, 1954), according to the act received by Master
André PAGES, Notary in APT (Vaucluse), on January 24th, 1998.


This
acquisition took place for the main price of ONE HUNDRED AND SEVENTY THOUSAND
FRANCS (170.000 F).


This
act contains all statements of usage.


A
genuine copy of the aforementioned act was published in the Second Office of
the Sociétés D’AVIGNON, on February 10th, 1998, volume 1998P, number 772.



 3
 






 



2) In
regards to the number 198 of section AK:


The
aforementioned GOOD belongs to the COMMUNE Of APT, lessor in presents by means
of the acquisition made, with others, with Mr. Ulysse Henry JACQUET (been born
in GARGAS, on June 12th, 1921) spouse of madam Jeanne Paule Alice PLAT,
according to act accepted by master André PAGES, Notary in APT (Vaucluse), on
December 30th, 1988.


This acquisition took place
for the principal price of ONE HUNDRED SEVENTY THOUSAND Francs (170.000 F).


This
act contains all statements of usage.


A
genuine copy of the aforementioned act was published in the Second Office of
the Sociétés D’AVIGNON, on March 6th, 1989, volume 3584, number 3.


3) In
regards to the number 204 of section AK:


The
aforementioned GOOD belongs to the COMMUNE Of APT, lessor it present by means
of made acquisition, with greater extent, by Mr. Joannès PARRACONE, divisional
Director of Taxes, Administrative City in AVIGNON, acting by delegation of MR
LEPRÉFET of VAUCLUSE, in the name and on behalf of the state, according to act
accepted by - in front of the prefect of Vaucluse, on November 6th, 1991.


This
acquisition took place for the principal price of FORTY NINE THOUSAND Francs
(49.000 F).


This
act contains all statements of usage.


A
genuine copy of the aforementioned act was published in the Second Office of
the Sociétés D’AVIGNON, on November 8th, 1991, volume 1991 page number 5426.


SECOND
ARTICLE: TERM


The
present lease is approved and accepted for a length of twelve (12) whole and
successive years which will begin to run the 1st of January one thousand nine hundred ninety
nine (01/01/1999).


The
present tenancy does not confer to the lessee the faculty to cancel it per
triennial period, in accordance with the ordinance No. 66-455 of July 2, 1966,
and to ordinance No. 67-837 of September 28 1967, to which the parties
expressly intend to refer to;


The
present tenancy is not subjected to the arrangements of the decree No. 53-960
of September 30th, 1953 on commercial leases (Cessation of the Supreme court of
appeal of June 10th, 1980).


THIRD
ARTICLE: OCCUPANCY


Occupancy
will intervene on the first of January one thousand nine hundred ninety nine
(01/01/1999).


FOURTH
ARTICLE: CONDITIONS


4.1. - Appraisal


The
lessee will take places and objects of the present lease in the state they were
in at the time of occupancy.



 4
 






 



4.2. - Allocation of places


The
building, object of presents, are intended for manufacture,
the development, the marketing of products containing silicone and any chemical
derivative of plastic, bound for the professionals of the plastic surgery or
repairing and pharmaceutical or para-pharmaceutical industry.


This
destination will have to be the object of no change without the express and
written agreement of the lessor.


The
lessee declares to make its personal deal of the approvals which would be
necessary, if need be, for the financial year of its activity in the
aforementioned places (particularly for installations classified for the
protection of the environment).


4.3. - Use of places


The
lessee will have to employ places rented in good manager, exercise the
activity there above specified with the exception of others and
respect all obligations, administrative or others, regulating, if need be, the
financial year of this activity, so that the lessor can no way be worried or
searched on this subject.


It
will conform to all regulations of the administration, notably because of
hygiene or salubrity and carry out in its expenses, and without resorting
against the lessor, all work which could be required in this respect.


4.4 - Job creation


The
lessee promises to create, and to maintain in rented places a number of jobs
according to the following calendar:


· about twenty jobs as of the delivery of the
building


· and at the end of the first two years, to
the constitution of a pole of at least 45 jobs.


Priority of recruiting will
be given as much as possible to the local labor.


4.5 - Work


The
lessee will not be able to perform in rented places any work of equipment and
installation which will seem to him necessary or useful only after having
acquired the agreement of the lessor, provided that the work cannot harm the
structure of the building, and only if it is carried out under the supervision
of an architect or under a recognized engineering and design company by the
lessor and whose fee will be supported by the lessee.


4.6 - Maintenance - Compensations


For
the duration of the lease, any maintenance expenses, common compensations and
major repairs including those of the article 606 of the Civil code, and in
general all those that fall habitually to the lessor will be, of express
convention, payable by the lessee, either because the latter makes its deal
directly of it, or that it refunds the counterpart with the lessor upon
justification.



 5
 






 



However
with regard to repairs concerned with the guarantee of articles 1792 and following
of the Civil code, the lessor gives power of attorney to the lessee to exercise
rights and actions of the lessor against all unspecified thirds which it
belongs to. However, no action of law will be taken before the lessor is
informed prior to any litigation taken.


In
this title, the lessor promises to provide all necessary information to the
lessee (markets, contract of insurance, etc).


The
purchasing company will suffer that the financial backer makes office, during
the course of the lease, in the rented buildings, whatever is of importance of
the duration, even though this may exceed forty days and without being able to
claim with any allowance, or reduction in rent, all work unspecified which
could become necessary, and in particular all rebuilding, repair work like any
work with the dividing walls, passage of drains, pose posts or pillars and also
any improvement work, or new reconstructions that the lessor would consider
necessary executions. In case of negligence on his/her part, the lessee should
reimburse the lessor of the cost of this work within 15 days of receipt of the
bill.


4.7 - Change of distribution


Any
changes of distribution, demolitions, boring of walls, beams or floors and
generally any work likely to harm the structure of the building, will need
prior written approval on behalf of the lessor. Work which would be thus
authorized should be carried out with expenses, risks and exclusive dangers of
the lessee and under the supervision of an architect or under an engineering
and design firm beforehand agreed by the lessor and fee of which will be born
by the lessee.


4.8 - Changes and improvements


All
work, decorating, improvements, any installations, including, if need be, those
which could be imposed by any legal or regulation measures, made by the lessee
in the course of lease, will become the ownership of the lessor at the
expiration of the present tenancy, either by arrival of term, or due to
termination.


However
if the lessee purchases rented property by employing the faculty which is
conferred on him by the agreement to sell hereafter, developments, decorations,
decorating and installations will then remain its property without additional
charge.


Furthermore
the lessor will always be able if necessary, to ask for the re-establishment of
the places in their primitive state, with the expenses, risks and exclusive
dangers of the lessee, even for work specifically authorized by the lessor,
unless the lessee does not raise the agreement to sell.


It
is nevertheless added that equipment, materials and installations not fixed at
residence like any material fixed but specific to its activity, will remain the
property of the lessee and will have to be removed by him during his departure,
in load to repair places, after this removal, except lifting of the agreement
to sell.



 6
 






 



4.9 - Visits of monitoring of the buildings


For
the duration of lease, the lessee will have to let the representatives of the
lessor visit rented places, any time, to make sure of their state and to
provide at the first request of the lessor all justifications which could be
required of him, of the good execution of the conditions of lease.


4.10 - Garnishment


The
rented places will have to be furnished at any time with material, furniture
and goods in sufficient quality and of value to answer and serve obligations of
the present contract at any time to guarantee to the lessor of the payment of
the rent and all expenses.


4.11 - Sublease


Very
complete or partial sublease of places am specifically prohibited to the
lessee, on pain of termination of lease, except express prior agreement of the
lessor which will have to, besides, be called to intervene in the act of
sublease.


Any
sub-rentings total or partial of the buildings is expressly prohibited to the
lessee, under penalty of termination of lease, except prior agreement of the
lessor who will have, moreover, be called to intervene in the act of sublease


Nevertheless,
complete sublease is already allowed if the subtenant is:


· a subsidiary of the purchasing company as
described in article 354 of the law of 24.07.1996;


· a company whose purchasing company is a
subsidiary company as described in article 354 of the law of 24.97.1966.


The
lessee will have to notify their intention to the lessor to sublease and the
conditions of sublease as well as the name of the candidate by extrajudicial
act or by registered letter with request of notice of receipt.


With
the expiry of 15 days deadline from this notification, the silence of the
lessor will be regarded as a refusal of authorization.


In
the event of authorized sub-renting, the lessee will remain solely responsible
for the execution of clauses and conditions of the lease and particularly
regulations of renting.


In
addition, it is expressly agreed that the rented places form an indivisible
whole in the common intention of the parties.


The
length of sublease will never be able to exceed the length remaining on the
present lease.


The
lessee forces furthermore himself to assure in relation to his subtenant the
payment of any possible indemnification of whatever nature.


Subtenant(s)
will never be able to profit from the agreement to sell hereafter listed,
except transfer of its promise by the lessee who will have to be notified to
the lessor by registered letter with notice of receipt.


4.12 - Transfer of right to the lease


The
lessee will be able to give up his right to the present lease only with the
authorization express, written and preconditioned of the lessor, this except
application if necessary, the text of law and order, under penalty of nullity
of the transfer authorized to the contempt of this clause, and even of
termination of the present contract seemingly good to the lessor.



 7
 






 



In
the event of transfer of the right to the lease, the yielding lessee will be be
jointly held with his assignee of all obligations put in his load by presents,
and notably of the payment of rents in their term, and whole execution of all
clauses of present lease.


Consequently,
all successive tenants, even those which, having yielded their right to the
lease would not occupy the rented places anymore, will be held jointly between
them with regard to the lessor of the payment of the rents and expenses and of
the execution of all clauses and conditions of the lease, so that the lessor
can act against all successive tenants or any of them, all being held jointly
of the whole without being able to oppose the benefit of discussion or
division.


This
clause will apply to all cases of transfers, whatever form it is, as in the
provision of the right to the lease at any company in whatever form it is, that
this provision is made at a new company or a preexisting one.


Transfer
or the provision in corporation will have to be accomplished in the presence of
the lessor, unless this was not duly called by means of a simple registered
letter with request of notice of receipt, addressed to the lessor at least
eight days in advance.


Transfer
or provision will be determined by an authenticated deed from which an
executable copy will be issued without expense to the lessor to serve him executable
title against one or several transferees.


In
case of liquidation of property, compulsory liquidation or dissolution of the
lessee, the transfer of the right to the lease by the property manager, the
debtor assisted by the property manager or the liquidator of the lessee will be
able to perform only under conditions stipulated above.


In
the event of trasnfer, the transferee will be automatically substituted by
right in the benefit of the below conferred agreement to sell and will be held
of all obligations rising from the present contract, notably in termination.


4.13 - Pledging of the fund


The
lessee commits himself through his goodwill in hypothecation only after having
notified the lessor of it and to have received his written consent.


This
consent could be refused only for serious and legitimate reasons in direct
connection with the interests of the lessor and resulting from the present
contract.


In
the event of infringement with the present clause, the present contract will
be, if deemed fit to the lessor, cancelled on conditions below stipulated in
the article 7.1.


4.14 - Control of the debt of the lessee


The
lessee promises to ask for prior written agreement of the lessor for any loan
in the short or the long term or any hire purchase contract having as object of
personal properties or real estates and the sum of which would be higher than
two annual installments of rent tax free.


To
this end, the lessee will be required to communicate to the lessor copies of
the balance sheet, the operating statement, the profit and loss account of the
past financial year, as well as text of the report of the Directorate in
ordinary General meeting called to give a ruling on the count of aforementioned
financial year; these documents will have to be produced in the month which
will follow their ratification by ordinary General meeting.



 8
 






 



If
the lessor would think that a loan, lease or leasing, contracted regardless of
this clause, would be capable of compromising the creditworthiness of the
lessee, it could automatically terminate this contract on conditions shown in
article 7.1 below.


4.15 - Contribution - Levies and expenses


The
lessee will discharge his personal contributions, professional taxes, and
additional taxes in previous, etc, so that the lessor is never demanded or
questioned on this subject.


It
will reimburse moreover to the lessor the land levy and the tax on the domestic
garbage due as from this day.


It
will meet all expenses of city and police in which the tenants are usually held
and with all the legal or administrative regulations to which the exploitation
is and could be subjected.


It
will have to carry out expenses and conditions issued in the document of town
planning regulating the area where the rented building is built and of which it
states to have knowledge of.


It
will contract directly and with its expenses, risks and dangers, any
subscriptions and contract concerning water, gas, electricity, driving force,
telephone, etc, bills of which it will pay regularly.


It
will reimburse every year to the lessor, on top of the rent and out of the
program of roles, any levies and property taxes and all other additional taxes
which tax and will be able to tax the ground and the rented building, the whole
in manner that the affected rent by the lessor is net.


4.16 - Insurance


For
the duration of the present lease, the lessee will sign policies of insurance
covering the lessor and the lessee against fire risks, flood damage,
explosions, natural calamities and recourse of the neighbors and third parties
likely to affect the rented building, as well as the material, equipment,
supplies and movable objects furnishing the rented places, the capitals assured
to correspond to the real value of the building. The guarantee will have to
extend to electrical damage, fresh damage of clearing, destruction and
transport of debris, displacement and replacement of any movable objects,
expert’s fee, indirect losses.


Policies
will also take the civil responsibility of the owner and the lessee for
material and bodily risks, as well as risk of <<losses of work>>
the lessee.


The
lessee will have to have signed the policies of the owner from the receipt of
works and the policies of the tenant before entry in places, to justify and
justification of the payment of premiums during every expiry date as well as,
more generally, at any request of the lessor. If need be, the latter will be
able to demand the increase of the assured capital.


It
will in addition, be stipulated in the policies that the insurance companies
will be able to prevail of forfeiture for delay in the payment of premiums only
one month after notification by their care, to the lessor, of this default in
payment. The lessor will have the faculty to replace the failing lessee to make
this payment, but the lessee will then have to reimburse it.



 9
 






 



Moreover,
the lessor will have the faculty to sign any supplementary policy in the event
of insufficiency of the guarantees, but the lessee will have to reimburse
premiums to him.


The
policies will have to contain a clause according to which all indemnification
of insurance covering real goods, their installations and improvements will be
paid between the hands of the safe lessor to transfer to him of it, a part
under the scheduled conditions in the last subparagraph of this article. To
this end, the lessee approves from now that the lessor touches, on his simple
bills except his presence and without his competition, any indemnification
which would be allocated to him in the event of disaster of rented
constructions.


In
the event of disaster, the choice of reconstruction or non reconstruction of
the building belongs to the lessor.


If
the lessor opts for reconstruction, he forces himself to undertake it for the
slightest delays as soon as indemnification will be paid to him by the insurance
company, length and the conditions of lease not being changed.


Nevertheless,
the lessee will have to take responsibility for all of his expenditures which
would exceed the amount of the allowance paid by the insurances.


If
the lessor does not opt for reconstruction he will keep on the indemnification
of insurance which will be allocated to him a sum equal to staying rents due up
to expiration in the normal term of the contract, decreased interests not run
on the contracted loans, but increased by expenses of preliminary termination
of the loan.


If
the rented building came to be destroyed during the lease by a non covered
accident of the insurance policy, such as the act of war or any other case
forecasted or unforeseen, the lessor will keep on the possible indemnification
of reconstruction that he could equal a sum to that stated in the previous
paragraph; after deduction of this sum, the lessor will transfer to the
industrialist lessee, the surplus of indemnification, unless both parties
prefer by mutual agreement, either to rebuild the stricken plant, or to use the
funds in another way.


FIFTH
ARTICLE - RENTS AND EXPENSES


The
present tenancy is approved and accepted for the following rent:


5.1 - Rent


The
sum of the monthly rent will be FORTY SEVEN THOUSAND FRANCS (47.0000,00 F) tax
free.


5.2 - Expenses


In
addition to the rent, the lessee will pay off the tax on the added value and
all accruing expenses of the rental.


5.3 - Place of payment - Interests of delay


Any
sums owed by the lessee to the lessor by virtue of the present contract as
rents, expenses and any levies, etc, will be paid by a performed sample the
first of every month, in the hands of Mister Main Treasurer of the City APT
monthly and beforehand. The first payment will take place on January 1st, 1999.



 10
 






 



In
the event of non payment on the expiry date of the rent or his attachments owed
by the lessee, the lessor will receive interests of delay, without it being
necessary to address any demand.


These
interests will be calculated at the interest rate of the loan, increased by
three points and the VAT as from the due date, any started month being
considered as a whole month.


The
payment of this post maturity interest will not be worth adjournment of terms
of payment, the lessor keeping all its rights to this subject, in particular
with regard to a possible termination.


5.4 – Guarantee Deposit


To
guarantee the execution of his obligations, the lessee overturned at the same
instant to the lessor, who acknowledges it, the sum of TWO HUNDRED
EIGHTY TWO THOUSAND FRANCS (282.000.000 F), representing 6 months of
rent.


Under
no circumstances will the lessee be able to charge the rent and his attachments
to this deposit.


SIXTH
ARTICLE - FISCAL STATEMENT - OPTION VAT


In
accordance with the provisions of articles 260-2 and 193 to 195 of appendix II
of the General Tax Code, the lessor declares to opt for the payment of VAT on
the rentals. He states to make his deal of the declarations of opening a
distinct sector and opting near the tax authorities under the conditions in
articles 191 and 192 of appendix II, article 286 and articles 32 and following
of appendix IV of the CGI


Moreover,
it has to declare with the tax authorities the finalization of the local
services of the present convention within 90 days of the accomplishment of
building in accordance with the article 1406 of CGI.


To
this end, the lessee will provide the lessor in good time, the elements
necessary to the aforementioned declaration.


SEVENTH
ARTICLE - TERMINATION


7.1 - Termination by right


In
the event of non execution by the lessee in any one of his agreements defined
in this contract, in particular in the absence of payment of the rents, the
lessor will have the rightful ability to cancel the present contract having
required the lessee to regularize his situation by command or notice to pay or
to respect the stipulations of the lease containing statement by the lessor of
his intention to use the benefit of the present clause.


If
a month after this command, the lessee did not regularize his entire situation
or if, for work to be performed, he did not undertake with suitable diligence
all that it can possible do, the lessor will be able to propose the termination
of the lease and the expulsion of the lessee will take place on simple
ordinance of summary procedure.


Moreover, the lessee will be
indebted to the lessor in addition to the expired rents, remainder which had,
of an allowance contractually fixed at:



 11
 






 



· 30% of the rents remaining due until the
normal term, termination intervening in the first 5 years.


· 50 % of rents remaining due until the normal
term, termination intervening between the fifth and the tenth year.


· 80 % of rents remaining due until the normal
term, if termination intervenes after the tenth year.


This
allowance will be raised VAT.


Due
to termination, the agreement to sell, authorized in article 9 below, will
automatically become null and void.


7.2 - Termination by the lessee


This
contract can be terminated by the less with 6 months notice, by registered
letter with notice of receipt, but this faculty of termination will not be used
before the expiration of a period of 9 years from the date of notification of
setting to layout of the premises and will involve the payment by way of
allowance of cancellation of a sum which, given that the good was designed and
carried out according to the specific needs of the lessee, will be of a sum
equal to 90% of rents considered until the expiry of the contract in its normal
term decreased by the interests not fallen on the loans but raised allowances
for VAT.


This
allowance of termination, related to the particular character of the contract,
will be due in particular by the lessee in situation of compulsory liquidation
or liquidation of property, if it will have opted for the termination of lease,
in accordance with article 52 of law No. 67-563 of July 13th, 1967.


The
places will have to be released the day before the date of effect of the
termination. Due to termination, the agreement to sell, authorized in article 9
hereafter, will become automatically null and void.


CHAPTER II


UNILATERAL PROMISE OF SALE


EIGHTH
ARTICLE - AGREEMENT TO SELL


The
lessor promises to the lessee to sell him the property group, object of
presents (not withstanding any modifications on top of that or in less which
would have been able to intervene for the duration of the tenancy) on habitual
conditions and of right notably, for the purchaser, to take property sold in
their condition and consistency at the day of sale and in those below defined.


The
sale in question will have to be regularized by authenticated deed.


It
is subjected to the suspensive condition of this authenticated deed and the
entire payment of the price at the time of this signature, independently of the
condition stipulated in article 9 (a) below.



 12
 






 



NINTH ARTICLE
- FORMS - DATES


The
lessee will have to notify the lessor, by registered letter with notice of
receipt, at the latest, SIX (6) MONTHS before the expiry date of the lease.
When the time expires, and by the only fact of the expiration of term, the beneficiary
of the present agreement to sell will be deposed by right, and without demand,
of the right to ask for the realization of the sale.


The
lessor already promises to take any measures in due time so that this
authenticated deed is signed in the shortest possible time as from the date of
lifting of the promise.


NINTH
ARTICLE (a) - CONDITIONS OF THE AGREEMENT TO SELL


The
present agreement to sell is subjected to express condition that at the
expiration of the lease, the lessee meets all obligations resulting from the
present contract of leasing and notably, that he regulates the entirety of
rents owed as lease, these, considering the special nature of leasing, having
at the same time the character of rent and down payment on price.  If this condition was not satisfied during
lifting, the sale resulting from this lifting would take place under the same
condition.


TENTH ARTICLE - FACULTY OF
PRELIMINARY PURCHASE


The
lessee will nevertheless have the faculty to raise before the appointed time
and in the same forms, the agreement to sell which is authorized to him.


If
the sale were to be carried out thus by anticipation, the selling price would
be equal to the capital remaining due, the table amortization, but raised
possible expenses of cancellation anticipated of the contract of loan, amount
of the VAT which should be currently transferred by the financial backer with
the Treasury in application of article 210 appendix II of the C.G.I. (currently
before the beginning of the ninth year which follows the date of effect of
leasing) and of the amount of the transfer taxes, the fees and the expenses,
and finally of the amount of the subsidy of the area, refundable in the event
of transfer of the buildings. This amount will be indexed on the monetary value
of the factory, as fixed by the administration of the estate. This price would
be exact, entirely with the signature of the authenticated deed without it
being possible for the purchaser to pay the sum due by means of spread out
remittance.  The authenticated deed will
have to intervene in the shortest possible time after the lifting of the
promise on the initiative of the diligent party.


The
lessor will transfer, if it is necessary, under the conditions considered
currently to article 210 IV appendix II from the C.G.I., the transferable VAT
to the purchaser.



 13
 






 



Moreover,
in case of anticipated acquisition, the lessee takes the agreement to respect
principles posed in article 239 of the C.G.I. and if the price, such as fixed
as above, appears lower than the value which would have this building in its
writings if it had acquired it at the date of the present credit, to reinstate
in its results as the financial year of cession, the fraction of the versed
rents corresponding to the difference between the aforementioned residual value
and the delivery price of the building.


Lastly,
the present faculty of purchase anticipated is authorized only under express
condition that at the date where the lessee would ask to benefit from it, it
completely regulates the expired rents as well as it is said in the article 9
(a) above.


TENTH
ARTICLE (a) - SPECIAL CONDITION RELATING to the AGREEMENT CONCLUDED BETWEEN THE
COMMUNE Of APT AND THE REGION PROVENCE ALPS COTE D’AZUR:


Moreover,
the present leasing takes place under the condition hereafter literally
extracted from article 5 of the agreement signed between the Commune of APT,
lessor>> and the REGION PROVENCE ALPS COTE D’AZUR for the realization of
the building being the object of presents:


<<ARTICLE
5 - RESALE OF THE BUILDING


<<If,
for the duration of the present agreement the beneficiary of agreement
considered a complete or partial sale of the building, he should even before
approving promise, collect the express agreement of the Standing committee of
the Regional Council.


<<in
the event of non acceptance it could be proceeded to the cancellation of
agreement according to modalities considered in article 6


<<-in
the case of authorized sale, the sum of the refund of the financial
participation of the Regional council owed by the recipient will be calculated,
according to the date of sale, according to the following formula:


	
  R = S

  	
   n
  (1 + b) where

  
	
   

  	
   d

  



 


<<-R is the sum of refund


<<-S is the sum of the initial financial participation of the
Regional council


<<-d is the length of agreement


<<-n the remaining number of years of validity of the present
agreement


<<-b the report of the difference of the indications of the
cost of construction at the date of construction (i1) and at the date of sale
(i2) to the index at the date of construction:


	
  (B-i2-

  	
  i1)

  
	
   

  	
  i1

  



 


The
transfer of this sum will intervene within 2 months as from the signature of
the bill of sale.


In
accordance with the tenth article which preceded, the lessee promises to
reimburse expenses to the lessor and indemnification of which it is a matter
above, which would increase the selling price in the event of purchase
anticipated before the expiration of the length of the agreement with the
REGION PROVENCE ALPS COTE D’AZUR.



 14
 






 



ELEVENTH
ARTICLE - PRICE


The
selling price, intervening as it is said in the ninth article, that is in the
expiration of lease, fixed from today to the SYMBOLIC FRANC.


This
residual price being less than the value of the ground in the writings of
credit lessor.


The
lessee promises to return in his results of the exercise of acquisition, the
difference between this value of the ground and this price, in accordance with
the provisions of article 239 of the General Tax Code.


All
rights, expenses, taxes and accruing fees related with this change will be the
exclusive responsibility of the lessee who obliges to it


It
is added that in the present state of right, the transfer taxes will have sat
only on this residual price, and not on the monetary value of the building.


It
will be increased, if necessary, of a sum equal to the rents owed to the title
of the lease which would not have been regulated.


CHAPTER III


TWELFTH
ARTICLE - EXPENSES


All
expenses, rights, taxes of land publicity, remuneration, will be the exclusive
responsibility of the lessee who obliges to it.


THIRTEENTH
ARTICLE - LAND ADVERTISING


The
present agreement will be subjected to the formality of land advertising.


FOURTEENTH
ARTICLE - FISCAL STATEMENTS AND OTHERS


For
the collection of all duties, taxes and fees, the parties make the following
statements:


1)
As regards to PROPERTY LEASING as such:


The
whole of the rents for the twelve (12) year period comes out to SIX MILLION
SEVEN HUNDRED AND SIXTY EIGHT THOUSAND FRANCS (6.768.00 F00) Exclusive of Tax,
that is to say EIGHT MILLION ONE HUNDRED SIXTY TWO THOUSAND TWO HUNDRED AND
EIGHT FRANCS (8.162.208 F00) including all taxes


2)
            And with regard to the
agreement to sell, the price is already fixed to the SYMBOLIC FRANC.



 15
 






 



FIFTEENTH
ARTICLE - ELECTION OF DOMICILE


For the present execution,
the parties elect residence, knowledge:


· The lessor, in the Town hall of APT,


· The lessee, in the rented places.


OF WHICH ACT


Consisting of:


· 16 pages


· approved reference


· bar drawn in white


· striped whole line


· scratched no figure


· no Word


 


And after made reading,
parties signed the present act with the Notary undersigned.


	
  Mr. Claude AGNEL

  	
  Mr. François TOURNIAIRE

  
	
  1st Assistant to the Mayor

  	
  Président Directeur Général

  
	
  from the City of APT

  	
   

  	
  of LABORATOIRES EUROSILICONE

  	
   

  
				



 


Mé André PAGES, Notary



 16
 






 



FRENCH
REPUBLIC


EXTRACT OF
THE REGISTER


DELIBERATION OF THE TOWN COUNCIL


SESSION OF
16-12-1998


20 hours


The First of
March One thousand nine hundred ninety eight at 8 pm the Town council met to the number of its
members prescribed by Law, in the Room of the Town council, under the
presidency of PIERRE BOYER, Mayor.


BEING
PRESENT: BOYER
Pierre, AGNEL Claude, CARACCHIOLI Monique, IMBERT Pierre Bernard, CHEVALIER
BERNARD, VINCENTELLI José, MARTIN JEAN-Marie, ROLLAND Gérard, CORNU Paul, PERON
Maxime, JEAN Max, FERNANDEZ Nicole, RIGOUARD Jacques, THÉVENIEAU Dominique,
BEYNET Josiane, LISITA Pascale, VEZILIER Frédéric, CHAUVIN Magali, LUIGGI
Jean-François, BROUKER André, TREMEAU Pierre, KRAVETZ Dominique, DELOY Pierre-Philippe,
ROUSSY Nicolas


GIVES POWER OF ATTORNEY: BEAUSSAC Bernard capacity with ROLLAND
Gerard, BAYSETTE Paul capacity with AGNEL Claude


ABSENTEES: THOULON Jean-Luc, DELAUP Jean-Pierre, PITON
Jean-Louis, LAURENS Martine, VIGUIER Michèle, CREVOULIN Jean-Pierre, MANENT
Didier


Session is opened, Mr. LUIGGI
Jean-François is named Secretary.


Mister Mayor recalls to the
Council:


The deliberation of June
23rd, 1997 deciding of the construction of a building for the Company
Laboratoires Eurosilicone on 1 500-square meters, to transfer the head office
and the offices from this company, currently in Cergy Pontoise on APT, in the
quarter of Peyrolière.


The deliberation of September
19th, 1997 requesting the maximum assistance to which this project can claim
the total cost of operation of which is estimated at 7 000 000 Francs,
specifying that it would be presented by S.I.V.U. of Albion in its total
program as the civil restructuring of Albion’s plateau.


Following the meeting of the
board of appeals of offers for the opening of files, it was determined an
increase of the expense of the plan of one MILLION francs tax free, compared
with the initial estimate, owed to the increase of the surface of the buildings
which passed to 1 700 square meters this having proved essential at the time of
the thorough study of this project.


The construction of this
building located in the district of Peyrolière in APT, registered with the land
registry section AK No. 109, part of No. 110 and No. 162, arriving in the long
term, Mister Mayor proposes with the Council a hire purchase contract with the
Company Laboratoires Eurosilicone as from January 1st, 1999, for a duration of
twelve years and a monthly payable rent of 47 000 francs tax free payable in
advance. The document of land surveying will be joined with this contract.


Mister Mayor asks Council to
deliberate


COUNCIL


YES - The
ACCOUNT OF MISTER MAYOR


DELIBERATION


and APPROVES such as it is presented to him, the leasing between
the Commune of APT and the Eurosilicone Company which will be established by
notary for the building of Peyrolière whose construction is practically
finished.



 17
 






 



·  SAY that this contract is established for a
period of twelve years, as from January 1st, 1999, for a monthly sum of 47 000
Francs tax free, all maintenance costs as well as land expenses being supported
by lessee.


·  AUTHORIZED the Mayor or Mr. CLAUDE AGNEL
First Assistant or one of the Assistants to sign the contract of leasing and
all the parts relating to it.


This proposal is accepted by: 26 votes
FOR, 0 votes AGAINST, 0 ABSTENTION.


	
  

  	
  FOR CORRESPONDENT EXTRACT

  
	
   

  
	
   

  	
  THE MAYOR

  
			



 



 18














 


















 


 


FOR A
GENUINE COPY written on twenty pages, Accomplished by reproduction,
delivered by Master André PAGES, Notary undersigned and certified by him as
complying with the minute.



 20