Exhibit 10.3


 


	
   

  	
  2001 D No. 5173

  	
  Volume :
  2001 P No. 3341

  
	
   

  	
  Published and
  recorded the 21/06/2001 with the land registry of

  
	
   

  	
  AVIGNON 2nd OFFICE

  
	
   

  	
  Rights: 92,312 F

  
	
   

  	
  Salaries:

  	
  25,098 F

  
	
   

  	
  Total :
  117,410 F

  	
  Rcvd: One hundred seventeen thousand four hundred
  and ten francs

  
	
   

  	
  The curator.

  
	
   

  	
  J.-P. LOPEZ

  



 


THE YEAR
TWO THOUSAND ONE,


The EIGHTH OF MARCH,


IN APT
(Vaucluse), Place of Bouquerie, in the study of Master Jacques JAFFARY, notary


Master
Jacques JAFFARY, Notary undersigned in APT (Vaucluse), Place of Bouquerie,
substituting the Professional Company called “Dominique Perinne, Bernard
MERLAND, Bruno de LAPASSE”, holder of a Notarial Service the office of which is
in (eighth) PARIS 4, street of Berri,


With the cooperation of
Master Jacques JAFFARY, notary aforementioned, for the company LABORATOIRES
EUROSILICONE, LESSEE,


With the cooperation of
Master Bernard LACOURTE, notary in PARIS, 54, avenue Victor Hugo, for the
company AUXICOMI,


And with the cooperation of
Master Pierre LEMBO, notary in PARIS, 30, place Denfert Rochereau, for the
company UCABAIL IMMOBILIER,


With receipt in the authentic form, the present:


LEASING CONTRACT


IDENTIFICATION OF PARTIES


LESSOR


1. / the Company below
named:


“NATIOCREDIMURS
PARTNERSHIP”,


	
  Partnership,

  
	
   

  	
  2001 D No.10719

  	
  Volume : No.

  
	
   

  	
  Recovery for order 20/11/2001 of the formality
  published 21/06/2001.

  
	
   

  	
  Vol. 2001 P. No. 3341 with the Land Registry of

  
	
   

  	
  AVIGNON 2nd OFFICE

  
	
   

  	
  Rights: None

  
	
   

  	
  Salaries:None

  
	
   

  	
   

  	
  Rcvd: None

  
	
   

  	
  The curator.

  
	
   

  	
  J.-P. LOPEZ

  



 



 1
 






 



With
a capital of TWENTY TWO MILLION EIGHT HUNDRED THOUSAND EUROS (22 800 000
Euros),


Having its head office in
PUTEAUX (Hauts de Seine), Building “The Metropolis”, 45/52, Arago street,


Identified under the number
SIREN 332 199 462 RCS NANTERRE, and registered with the Company and Trade
register under number NANTERRE B 332 199 462 (96 B 04190),


And recognized definitely in
the capacity as a credit institution - Financial company, as it results from a
decision of the Committee of Credit institutions, dated in PARIS March 20th,
1985 and a letter of the BANK OF FRANCE on May 9th, 1985.


Represented by:


Mr. Jean-Pierre PERNOT,
assisting notary, domiciled in PARIS (eighth), 4th street of Berri,


By virtue of the powers which were conferred on him
with faculty to substitute by Mr. Bernard DESVAUX, a Lawyer, domiciled in
PUTEAUX (Hauts de Seine), Building “The Metropolis”, 46/52, Arago street, under
the terms of an informal agreement in date in PUTEAUX of March 6th, 2001 which
remained enclosed after mention.


In which power, Mr. Bernard DESVAUX acted:


By virtue of the powers which were conferred on him by Mr. Jean-Rene
BRUNON, domiciled in PUTEAUX (Hauts de Seine) Building “The Metropolis”, 46,
52, Arago street, to an act received by MISS DOMINIQUE PERINNE, Notary in
PARIS, on January 21st, 1998.


By power of attorney, Mr. BRUNON acted, in the name,
for the account and in its capacity as Chairman of the Board of a company
called “NATIO LOCATION”, Public company, with the capital of 4 976 000 Euros,
before its registered office in PUTEAUX (Hauts de Seine) Building “The
Metropolis”, 46, 52, Arago street, identified under the number SIREN 310 188
784 RCS NANTERRE, and registered with the Company and Trade register under
number NANTERRE B 310 188 784; renewed in aforementioned functions to a
deliberation of aforementioned Board of Directors on May 27th, 1998.


A certified copy of the minutes of this deliberation
was deposited with the row of the minutes of the Professional Civil Company «
DOMINIQUE PERINNE, Bernard MERLAND, Bruno de LAPASSE, Notaries », holder of a
Notarial Service in PARIS, following an act on December 8th, 1998.



 2
 






 



The company “NATIO LOCATION” taken in its capacity as managing
statutory Company “NATIOCREDIMURS PARTNERSHIP


OBSERVATION HERE BEING MADE:


* that the Company called “BNP PARIBAS LEASE GROUP”
having its head office in PUTEAUX (Hauts de Seine) Building “The Metropolis” 46
- 52, Arago street, identified under the number SIREN 632.017.513, RCS
NANTERRE, is currently managing jointly the Company NATIOCREDIMURS PARTNERSHIP,


As coming to the laws of the company called BNP
LEASE “Public company with a capital of 108 560 456 Euros, having its head
office in PUTEAUX (Hauts de Seine) Building “The Metropolis”  46 - 52, Arago street, identified under the number
SIREN 632 012 712 RCS NANTERRE due to an operation of contribution fusion
occurred definitely according to the general Assembly of the Shareholders of
BNP PARIBAS LEASE GROUP on July 3rd, 2000.


* The Company BNP LEASE coming itself to the laws of
the Company called NATIO LOCATION, due to an operation of provision fusion
occurred definitely according to a general meeting of the Shareholders of BNP
LEASE on November 30th, 1999.


BEING SPECIFIED HERE, that Mr. Jean-René BRUNON was
named Managing director of BNP PARIBAS LEASE GROUP to a Board of Directors on
July 3rd, 2000.


2. / the Company below
named:


“AUXICOMI”


Public company,


With capital of TWENTY-ONE
MILLION SEVEN HUNDRED AND FIFTY THOUSAND FRANCS (21.750.000 Francs),


HAVING its office in MAISON-ALFORT (Val de Marne), 27/31, Général
Leclerc Avenue,


 


Identified with the
Directory of Firms under the number SIREN 329 121 404 and registered with the
Company Trade register of CRETEIL


Represented by:


Mr. Jean-Pierre PERNOT,
assisting notary, domiciled in PARIS (8th),
4th street of Berri,



 3
 






 



By virtue of powers being conferred on him by Mr.
Patrick CRUZILLAC in charge of affairs, domiciled in MAISONS-ALFORT (Val de
Marne), 27/31, Général Leclerc Avenue, under the terms of an informal agreement
of date in MAISONS ALFORT, of March 6th, 2001 which remains annexed after
mention.


The aforementioned Mr. CRUZILLAC having acted by
virtue of the powers which were authorized to him by Mr. Gérard LEVY,
justifiable of powers, on August 10th, 1999, an original of which was deposited
with the row of the minutes of Master Bertrand LACOURTE, notary associated in
PARIS, on September 9th, 1999.


Mr. Gérard LEVY himself having acted by virtue of
powers being authorized to him on May 8th, 1999, with faculty to substitute, by
Mr. Jean-Marc DURANT, Managing director of the company AUXICOMI, named to this
function to a deliberation of the Board of Directors of the aforementioned
company on November 21st, 1997.


The aforementioned powers of May 18th, 1999 were the
object of an act of deposit to the row of the minutes of Master Bertrand
LACOURTE, notary associated in PARIS, on June 7th, 1999.


A certified true copy of an extract of the official
minutes of the Council of Administration of November 21st, 1997, referred to
above, was the subject of an act of deposit to the row of the minutes of Master
Bertrand LACOURTE, notary associated in PARIS, on December 9th, 1997.


3. / the Company below
named:


“UCABAIL
IMMOBILIER”, new
denomination of the Company FINAMUR in accordance with the decision of the
extraordinary General meeting of December 21st, 1995,


Public company counsel in
the capacity as finance company,


With the capital of THREE
HUNDRED AND SEVENTY TWO MILLION FRANCS (372.000.000 Francs),


Having its office in
GUYANCOURT (Yvelines 83) boulevard of Oaks, building CNCA Provence,


Identified with the Repertory of the Companies under
number SIREN 340 446 707 (87B00600) and registered with and the Company Trade
register of VERSAILLES.


Represented by:


Mr. Jean-Pierre PERNOT,
assisting notary, domiciled in (eighth) PARIS, 4, Berri street,


By virtue of the powers which were conferred on him
by Mr. Bernard CARETTE, domiciled in GUYANCOURT (Yvelines 83) boulevard of
Oaks,



 4
 






 



under the terms of a proxy private agreement in date
from it in GUYANCOURT of March 6th, 2001, this remains joined and annexed.


By power of attorney, Mr. Bernard CARETTE acted by
virtue of powers which were conferred on him by Mr. Francis de CAZENOVE,
domiciled in GUYANCOURT (Yvelines 83) boulevard of Oaks, under the terms of a
proxy private agreement on February 20th, 2001, the original of which was
deposited with the row of the minutes of Master LEMBO, notary associated in
PARIS, aforementioned, on March 7th, 2001.


By power of attorney, Mr. Francis de CAZENOVE acted
in the name and for the account in of its capacity of General Manager of the
Company UCABAIL IMMOBILIER, named to aforementioned functions to a deliberation
of the Board of Directors of May 30th, 2000.


Companies “NATIOCREDIMURS PARTNERSHIP”, “AUXICOMI”
and “UCABAIL IMMOBILIER” and their
representative, below named equally in the body of the present act the “LESSOR”.


The Aforementioned Companies
acting jointly between them in the proportions, to know:


· NATIOCREDIMURS, in competition of
six/fifteenths (6/15ths), leader,


· AUXICOMI, in competition of five/fifteenths
(5/15ths),


· and UCABAIL IMMOBILIER, in competition of
four/fifteenths (4/15ths ).


LESSEE


The Company below named:


“LABORATOIRES EUROSILICONE”


A Public company,


With a capital of FOUR
MILLION FIFTY THOUSAND FRANCS (4.050.000 Francs),


Having its head office in
APT (Vaucluse), Industrial Park of Peyrolière,


Identified under the number
SIREN 347 535 296 RCS AVIGNON and registered with the Company Trade register of
AVIGNON under the number B 347 535 296 (95 B 641),


 


Represented by:


Mr. François TOURNIAIRE,
head of the company, domiciled in APT (Vaucluse), Impasse de Rimayon,


Acting in its quality of
Chairman of the board of the company, function to which it was named, for the
duration of its mandate of administrator, is up to the next annual ordinary
general meeting which will be called to give a ruling on the accounts of the
financial year of last December 31st, following decision of its Board of
Directors on June 30th, 1995, regularly published.


A certified true copy of this
decision remained joined and appended to the minute of presents after mention,



 5
 






 



Having all powers necessary
to the effect of present by virtue of two deliberations of September 12th, 2000
and of February 28th, 2001 accepted by the Board of Directors.


A certified true copy of
these two decisions presents, after mention remained joined and appended to the
minute.


The Company “LABORATOIRES EUROSILICONE” and its
representative, below named equally in the bodies of the present act the “LESSEE”.


PREFATORY STATEMENT


TRANSFER OF RISKS TO THE LESSEE


The LESSEE, who took the
initiative of the bearing investment concerning the below indicated building,
of which it defined or accepted the whole of the design features, it will be
the only user, and of which it will become owner if it wishes it at the end of
the contract, recognizes that the role of the LESSOR limits itself in this
operation to assure below admitted condition in, the financing in property
leasing of this investment.


Under these conditions, and
although the ownership of the building is legally devolved to the LESSOR for
the duration of the financing, it appeared legitimate that the LESSEE takes all
the risks and obligations whatever they are, even resulting from the cause
beyond control, which would fall according to common right to the constructor
and to the owner of property.


It is under benefit from
this prefatory statement, for which it will always be necessary to refer to
justify sharing out as need between parties, expenses, obligations and risks,
and to search their common intention, that present convention is passed.


WHICH, prior to the act object of
presents, exposed what follows:


- E X H I B I T -


- I-


REQUEST OF LEASING


The LESSEE asked the LESSOR
to bring his competition to finance in the form of a property leasing, as part
of law No. 66-455 of July 2nd, 1966, the subsequent texts and notably article
57 of the Law of February 4th, 1995 relating to property leasing,



 6
 






 



· the acquisition of a located land in APT
(Vaucluse), Zone of activity of Peyrolière, below more extensively indicated,


· expenses of acquisition,


· and the construction of a building with
usage of laboratory of manufacture.


- II-


ACQUISTION OF THE LAND


To arrive at present the
operation of leasing, the LESSOR acquired the land of which involves, of the
commune of APT,


To an act received this day
by Master Jacques JAFFARY, Notary in APT, above named.


This acquisition took place
for the main price of SIX HUNDRED AND SEVENTY THREE THOUSAND FRANCS tax free
(673.000 Francs), whose exchange value in euros, indicated here on a purely
informative basis is ONE HUNDRED TWO THOUSAND FIVE HUNDRED NINETY EIGHT EUROS
AND NINETEEN CENTS (102.598,19 Euros), is paid in cash according to the
aforesaid act which contains receipt of it.


A genuine copy of aforementioned act will be
published in the second Office of the Mortgages of AVIGNON, prior to presents.


- III-


PERMIT TO CONSTRUCT - INSURANCE


The building permit was
acquired according to decree of the Mayor of APT of July 17th, 2000, under the
number PC 84.003.99. Has 0067.


This license was posted in
accordance with the Law, knowledge:


· in Town hall, for the period from July 20th,
2000 till September 20th, 2000, as it results from a certificate established by
Mr. Mayor of the commune of APT, on March 6th, 2001,


· and on the land, as it results from minutes
of official report issued by Master Robert TEISSEIRE, Bailiff of justice
associated in APT, on August 9th, 2000.


A certificate of non-appeal
was issued on January 5th, 2001 by Mr. Mayor of the commune of APT.


The LESSEE declares, in
accordance with the provisions of the Law No. 78-12 of January 4th, 1978, to
have subscribed countered them following insurances, near the Company AXA
COURTAGE, knowledge:


·                   insurance damage work, according to policy
No. 37.503.6.779.065 W



 7
 






 



·                   insurance civil liability manufacturer not director, according to
policy No. 37.503.6.779.065 W,


·                   comprehensive insurance construction site,
according to policy No. 37.503.5.150.978.


Subsequent
file of Intervention on Work (D.I.U.O)


For the application of the
article R. 238-38 of the Fair Labor Standards act, the LESSEE declares that the
building object of presents will be built within the framework of an operation
of construction entering the field of application of the Law No. 93-1418 of
December 31st, 1993.


Consequently, the LESSEE
forces himself to establish purposeful D.I.U.O. by the article L 235-15 of the
Fair Labor Standards act.


It obliges him to give a
copy of D.I.U.O. to the LESSOR within five months of the accomplishment of construction.


- IV-


INVESTMENT


The amount of the investment
is evaluated at the sum of FIFTEEN MILLION FRANCS TAX-FREE (15.000.000 Francs
T.F.), of which the exchange value in euros, indicated here on a purely
informative basis is TWO MILLIONS TWO HUNDRED EIGHTY SIX THOUSAND SEVEN HUNDRED
THIRTY FIVE EUROS AND TWENTY SIX CENTS (2.286.735,26 Euros), broken up as
follows:


	
  ·

  	
  Purchase price of the land

  	
   

  	
  673.000,00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Acquisition expenses

  	
   

  	
  14.500,00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ·

  	
  Cost of construction

  	
   

  	
  14.312.500,00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  15.000.000,00

  	
   

  



 


Any
expenses exceeding the maximum of 15.000.000 francs, will reside payable by the
LESSEE who will notably take into account work that is not financeable by
property leasing.


And subject to the
guarantees stipulated hereafter under TITLE III - SPECIAL CONDITIONS, which
constitutes one of the essential and determining conditions for the LESSOR,
without which the present operation of leasing could not be authorized.



 8
 






 



- V-


Considering the particular
character of the operations of property leasing and owing to the fact that the
intervention of the LESSOR was required by the LESSEE on a real program defined
by him to satisfy its own needs, it is specified:


· that the LESSEE made and will make his
personal deal of any administrative approvals relating to in particular,
development, occupation, use or other of the buildings.


· and that all related risks with the nature
of the acquisition of the aforementioned property (even for haphazard case or
major force) are the responsibility of the LESSEE.


The LESSOR who can under no
circumstances be questioned by these categories.


- VI-


INSTALLATIONS CLASSIFIED FOR THE PROTECTION OF THE
ENVIRONMENT


The parties declare to have
a perfect knowledge of law No. 75-633 of July 15th, 1975, of that No. 76-663 of
July 19th, 1976 (notably in its article 8-1) and of that No. 92-646 of July
13th, 1992 (notably in its article 6) relating to installations classified for
the protection of the environment.


Under this regulation, the
LESSEE declares to promise to make his personal business at his risks and
dangers of all disorders and disadvantages that can result from his activity
and from the violation of the provisions of the aforementioned laws.


The activity of the LESSEE
raises regulation for the protection of the environment and a statement in the
sense was made to the Prefecture of AVIGNON, for which a receipt of declaration
was delivered on June 14th, 2000.


The LESSEE obliges to
reimburse to the LESSOR, the sums which this last would be led to pay if its
responsibility could be sought, notably by artificial persons of public law as
part of the action which is recognized by some of them in article 26-1 of the
aforementioned amended law of July 19th, 1976.


- VII-


The LESSEE accepted the
conditions of pre-rents and rents offered by the LESSOR.


The present act determines
consequently the GENERAL CONDITIONS in which the LESSOR offers to bring to the
LESSEE initially the use as tenant,



 9
 






 



then possibly ownership if
the LESSEE wants it of below indicated property.


THIS EXPOSED, it is passed
to conventions object of presents.


PLAN


 


The
Conventions will appear thus:


 


PRELIMINARY
CONVENTIONS


 


Article 1 – Commitments of the LESSOR


Article 2 – Commitments of the LESSEE


Article 3 – Pre-rents


Article 4 – Insurance during the construction


Article 5 – Work management


Article 6 – Regulations of the amount of work


Article 7 – Completion of work


Article 8 – Compliance certificate


 


TITLE I


 


GENERAL
CONDITIONS OF LOCATIONS


 


A - Object and designation


B - Destination of places


C - Length


D - Expenses and conditions


E – Insurance


1) Subscription of the accruing policies
in packaging:


2) Subscription of the accruing policies
in contents


3) Various provisions


4) Disaster


F - Cession


1)
By the LESSEE


2)
By the LESSOR


G
- Sublease, management, occupation


H
- Security


I
- Rent


J
- Information relating to the replacement of French currency by the European
unique currency


K
- Termination at the request of the LESSEE


 



 10
 






 



L - Termination
at the request of the LESSOR


M
- Right of lease or option VAT.


N
– Expropriation and requisition


 


TITLE II


 


PROMISE UNILATERAL OF SALE


 


O
- Agreement to sell


P
- Lifting of preliminary option


Q
- Evacuation of places at the expiration of lease


R
- Possible regularization of the deduction of the VAT


 


TITLE III


 


SPECIAL CONDITIONS


 


TITLE IV


 


VARIOUS PROVISIONS


 


PRELIMINARY CONVENTIONS


Article 1 - Commitments of
the LESSOR


Provided that the LESSEE
respects obligations contracted in the present contract, the LESSOR begins, at
the express request of the LESSEE and on his indications:


· to realize and/or to accomplish under the
conditions defined below and to finance the property operation represented in
account.


· to give leasable to the LESSEE the
aforementioned property group, as part of an operation of credit lease
correspondent to the article 1 (2) and to the following articles of the Law No.
66-455 of July 2nd, 1966, and the subsequent texts, and notably article 57 of
the Law of February 4th, 1995 relating to property leasing.


The maximum of the financing
approved by the LESSOR is fixed at the SPECIAL CONDITIONS. Any going beyond
will be dealt with by the LESSEE, the elements or parts of elements that this
last will finance becoming, per accession and without allowance, the property
of the LESSOR, as of the moment when they will be incorporated in the unit.



 11
 






 



The LESSOR will not perform
any regulations before having become by possessing known authenticated deed
which will be well brought up on construction, or tenured of a real right in
real estate on the aforementioned land.


Article 2 - Commitments of
the LESSEE


Considering the particular
character of the operations of property leasing and due to the fact that the
intervention of the LESSOR was required by the LESSEE on a property program
defined by him to satisfy its own needs, the LESSEE gets involved:


· to acquire all owed administrative approvals
for the use of the land and for construction considered and to make them, if
need be, to transfer them in the name of the LESSOR, to make sure that all
necessary formalities in this respect were indeed carried out, to justify it to
the LESSOR by the delivery of any documents, and this before the refund of any
payments already performed by the LESSEE or the signature by the LESSOR of any
commitment rising from the present contract.


· to intervene in the act of acquisition of
the land and/or the real estate or with any other act conferring to the LESSOR
a real right to take the commitment to respect the conditions of the
aforementioned contract, that it is both about particular or administrative
regulation and about obligations resulting from general or special conditions
of contract, conventions, etc., and this both during the period of construction
and till the end of leasing.


· to take in its exclusive responsibility all
accruing risks with the nature and the acquisition of the land, as well as take
risks of the/or fact born by construction (even for haphazard case or major
force) normally taken by the building owner, notwithstanding all contrary legal
provisions.


· to carry out and to perform under its own
responsibility, with the exclusion, however, of any contract of property
promotion, as part of the general specifications and the estimates on which it
must have received the prior agreement of the LESSOR, the totality of the work
planned for construction, so that the LESSOR is only to pay the invoices and
memos.


To this end, the LESSOR
delegates to the LESSEE, who accepts it, all expenses and obligations of the
building owner and gives him irrevocable mandate to accomplish construction
under consideration, to be aiming, coordinating, and supervising until its
completion, all operations necessary for this realization.


Article 3 – Pre-rent


The LESSEE will regulate to
the LESSOR by way of pre-rents until the date of possession of the places:



 12
 






 



· a payable commitment fee, fixed in advance
to the SPECIAL CONDITIONS; it will be calculated on the projected sum of the
investment tax-free, and this as from the date specified in SPECIAL CONDITIONS.


· at the end of the quarter of the calendar
year and in the long term, calculated interests prorata on the amount of the
actual withdrawn sums, including taxes, at the rate fixed to SPECIAL
CONDITIONS, however being specified that the amount corresponding to the VAT
included in the aforementioned payments will be deducted from the base of
calculation at the end of a recovery delay defined in SPECIAL CONDITIONS.


These pre-rents will be
regulated by opinion of sample issued by the LESSOR on the bank account whose
references are indicated in the SPECIAL CONDITIONS.


Of express convention
between the parties and considering the option formulated with TITLE III -
SPECIAL CONDITIONS, pre-rents will be increased of the VAT or the right of
lease and any other tax which would come to supplement it or to replace it.


In the case of nonpayment
for a date of payment, a term of pre-rents or non reimbursement at first
request of other sums regulated by the LESSOR as the expenses of the real
estate, as the land levies and others, it will be owed by the LESSEE, without
it being need of a prior demand, an interest of delay on non regulated sums,
calculated at the rate of the interests of pre-rents increased by 4 % as from
the day of the current liability, any month started being counted as a whole.


Article 4 - Insurance during
construction


The LESSEE will have to see
to it that the architects and contractors who participate in the construction
suitably and sufficiently ensure the whole of the responsibilities which they
incur and to justify the LESSOR of it.


Moreover, with the intention
of covering risks related to the completion of the works of construction as for
the LESSOR by the LESSEE in its capacity as delegated building owner, policies
below, will be subscribed via an intermediary Council underwriter of the
LESSOR:


AON COUNCIL AND BROKERAGE


45, Kléber street


 


92697 - LEVALLOIS PERRET Cedex


A - POLICY “ANY ON-SITE
RISKS”


a) this policy has as object
to guarantee material damages arising from the work during the duration of the
work, the damages to the existing, the



 13
 






 



possible financial losses
and various expenses and fees, like covering the building in value for as new,
the experts’ fees and the responsibility of the LESSOR or the LESSEE following
accidental damages having origin from the work, to the amount of guarantee
compatible with the nature of the executed work and at the very least, for the
duration of the work.


b) As of the signature of
this contract, the insurance adviser of the LESSOR will contact the LESSEE who
promises to announce him without reservation all elements necessary for the
development of this policy, as well as all elements tending to modify the risk
in the course of the construction site. The LESSEE promises to take all
obligations generally falling to the policyholder.


A copy of this policy will
be given to the LESSEE.


c) The LESSEE promises to
allow the insurance adviser of the LESSOR to perform at any time, any
verification of the risks necessary to the development and for monitoring of
this policy and to provide the LESSOR the completion date of the work, as well
as the final amount of the latter, this amount having the aim calculating the
final premium after deduction of the provisional premium owed to the
subscription of the policy.


d) the LESSEE promises to
declare any disaster within the times requested by the policy and to provide
all invoices and documents demanded by the insurer.


e) In case of disaster, the
LESSOR will cash one or several allowances paid by the insurer, which will be
intended for the reconstruction of the damaged work.


In case this indemnification
would be insufficient, the LESSEE will have to support the entirety of the
surplus of the cost of work for reconstruction.


B - POLICY “DAMAGE AT
WORK”


a) the LESSOR, in his
capacity of building owner and owner on a purely principal basis will subscribe
on his behalf and for his account that in the name and on behalf of the LESSEE,
a policy “DAMAGE at WORK” in accordance with regulations enacted by Law No.
78.12 of January 4th, 1978, bearing reform insurances of construction.


b) This insurance policy has
the aim of guaranteeing the payment of the repair work of the damage, even
resulting from a vice of the soil or the nature for which among whom are
responsible the constructors in the sense of the article 1792-1 of the Civil
code, the manufacturers and the importers or the technical inspector, damage,
which:


· compromise the solidity of the work,



 14
 






 



· make the work unsuitable for its
destination,


· affect the elements of inseparable equipment
of the Works of viability, foundation, field and of cover within the meaning of
article 1792-2 of the Civil code and, make the work unsuitable to its
destination.


This policy also covers the
damage which affect the elements of equipment of construction and which does
not make the work unsuitable to its destination and this, during a length of 2
years from reception.


It also comprises the
guarantee of the consecutive immaterial damage.


This insurance policy
subscribed as of the opening of the construction site will guarantee the
building owner as well as all successive owners during a length of ten years
from the reception of the work.


c) As of the signature of
this contract, the insurance adviser of the LESSOR will contact the LESSEE who
will engage with him all elements and documents necessary to the subscription
of this policy.


d) A copy of this policy
will be given to the LESSEE who promises to communicate to the insurer all
elements tending to modify the risk and to assume all obligations generally
falling to the policyholder.


e) The LESSEE promises to
allow the insurer of the LESSOR to perform at any time, all technical check of
the necessary risk to the development and to follow-up on this assurance and to
furnish to the LESSOR and his insurer, the date of reception of work as well as
the final amount of the accounts, this amount having the aim of calculating the
final premium, after deducting the provisional premium owed to the subscription
of the contract.


f) In the event of disaster,
the LESSEE gets involved to make statements for any delays required by the
policy to the LESSOR and to his insurer and in furnishing any document
necessary to the settlement of the claim (insurance certificates, detailed
description of work, plans).


C - POLICY “CIVIL
RESPONSIBILITY OF THE BUILDERS NON-DIRECTORS”


The LESSOR in his capacity
as building owner, will subscribe both for his count and on behalf of the
LESSEE, a policy of said insurance as “CIVIL RESPONSIBILITY OF THE BUILDERS
NON-DIRECTORS”, intended to cover their ten-year responsibility.



 15
 






 



The payment of premiums
corresponding to the insurances above and constituting accessories at the
expense of construction will be performed by the LESSOR and included in the
capital cost within the limit of the total amount specified in SPECIAL
CONDITIONS.


If this amount was already
attained, the LESSEE promises to pay off directly or to reimburse the LESSOR,
in fifteen days of his request, exceeding it noted.


The rates of applicable
premiums to the aforementioned policies, as well as the range of the guarantee
are subordinated to the technical check performed on the BUILDING under
construction by an acknowledged technical office.


The LESSOR will ask for the
intervention of the office of control of his choice which will have the role of
controlling the design of the work and completion of the work during the
construction of the building. This control will be at the very least of type L.
In case of intervention on existing, a control of type E is obligatory.


The payment of expenses
related to the execution of the mission of control constituting of the
accessories at the cost of construction will be carried out by the LESSOR and
included in the cost of the investment, within the limits of the total amount
specified in SPECIAL CONDITIONS.


If this amount was already attained,
the LESSEE promises to pay off directly or to reimburse the determined surplus
to the LESSOR, within fifteen days of his request, noting the surplus.


The LESSOR will perform no
disbursement applying to built buildings or to building work in case the
GENERAL COMPANY Of INSURANCE AND FORESIGHT (SOCIÉTÉ GÉNÉRALE D’ASSURANCES ET DE
PRÉVOYANCE - SGAP) could not obtain from the LESSEE the documents necessary to
the constitution of the file allowing the interim deliverance of subscription
of insurances above.


Article 5 - Direction of
work


The start date of the work
is fixed to the SPECIAL CONDITIONS.


The alteration work of the
land, if it is necessary, and those of construction will be accomplished, as
for the LESSOR, under direction and responsibility of the LESSEE, in compliance
of plans and detailed estimated by which, presented by this last, will have
been accepted by the LESSOR to which will be given a certified true copy of the
markets and conventions passed with the contractors and the architects, research
departments, etc.  A copy of each of
these documents, matched by a projected calendar of work of the schedule of due
dates of regulations and any useful indication so that the LESSOR can follow
the evolution of construction and control the expenditure any time, must be
given to him before the signature of the act which will allow him to have the
land.



 16
 






 



The LESSEE, acting as
building owner, will demand that companies resorting to subcontracting in whole
or part, obtain beforehand written approval of every subcontractor and the
approval of the terms of payment by the LESSOR, building owner.


It will fall to the LESEE,
under its exclusive responsibility, to look after the respect of the legal
provisions relating to subcontracting by being notably sure that a guarantee is
provided to the subcontractor not profiting pad from the delegation of payment,
in such a way that the LESSOR will not be questioned or queried on this
subject.


The withdrawals of the
LESSOR are subordinated to the respect of the provisions of Law number 75-1334
of December 31st, 1975, amended on January 6th, 1986, and with its texts of
application.


The LESSEE will communicate
at the same time to the LESSOR the name of the architect, that or the corporate
name of the contractors as well as of their subcontractors; he will have to
perform, with his expenses by an office of approved control, technical control,
both in lesson and at the end of work and communicate the minutes to the
LESSOR, from their reception.


Article 6 - Regulations of
the amount of work


Every month, the LESSEE will
present to the LESSOR, matched on the one hand of his seal and signature under
the “Good mention to pay”, and supported on the other hand by the signature of
the architect, the memos, invoices of contractors and notes of fees,
established in the name of the LESSOR, in accordance with the directives which
will be given by him.


After document collation,
the LESSOR will proceed to the regulation in cash of the memos, invoices and
notes of fees which will have been presented to him under the conditions fixed
above.


The agreements passed
through the LESSEE with the contractors, will have to provide that the
retention of monies will be replaced, in accordance with the provisions of
article 2 of the Law No. 71-584 of July 16th, 1971, by the joint deposit of the
banker of the contractor, established according to the model which will be
given to the LESSEE. Deposits established in aid of the LESSOR will however, be
in keeping with the LESSEE, managed by this last who will assure deliverance,
pronounce any reservations and give any release of claim.


Article 7 – Completion of
work


The fixed date for the
accomplishment of the work is pointed out in SPECIAL CONDITIONS.



 17
 






 



If, because of unforeseen
delays, the work would not be completed at the date indicated, the LESSOR could
grant for their completion a time of which the duration is fixed at the SPECIAL
CONDITIONS; the conditions of interests to regulate the title of the pre-rents
during this time are equally specified.


The minutes of reception
will be signed by the LESSEE who obliges to forward them to the LESSOR.


The declaration of
completion will be signed by the LESSEE in its capacity as owner & building
deputy and transmitted to the Administration, within the time limit.  It will have to be justified with the LESSOR.


Article 8 – Compliance
Certificate


The LESSEE will give the
certificate of compliance to the LESSOR in the month of his delivery.


If the aforementioned
compliance certificate is not obtained within two years, as from the delivery
of construction, the LESSOR will be able, if there is suitability, to make use
of the clause of termination stipulated under paragraph L of GENERAL
CONDITIONS.


In this case, regulated
rents or remainder due, representing the counterpart of the provision of the
buildings, as well as the regulated pre-rents or remainder owed, will remain
acquired to the LESSOR.


The LESSEE obliges:


· to carry out with its expenses, without
recourse against the LESSOR, all work and transformations which would be imposed
by the administrative authority in the event of construction non conformity
which made it possible to build and/or in with the payments of town planning in
force, or which would be imposed by the Administration, for the delivery of the
compliance certificate of compliance.


· to expressly guarantee the LESSOR of the
refunding of all sums or penalties, this last of which could be indebted at a
rate of the edification of the property group, being the subject of this
leasing and non conformity with the building permit .


· to make its personal deal of this situation
and to guarantee the LESSOR of any confusion or detriment of this nature.



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TITLE I


GENERAL CONDITIONS OF LOCATION


A - Object and designation


The LESSOR makes lease and
gives to rent, in conformity with Law No. 66-455 of July 2nd, 1966, of
subsequent texts and notably of the article 57 of the Law of February 4th, 1995
relating to the property leasing, to the LESSEE, which is accepted for him by
its representative,


The BUILDING by which
designation follows:


DESIGNATION OF THE BUILDING OBJECT OF PRESENTS


City of APT (Vaucluse)


1) A located land in APT
(Vaucluse), registered with the land registry section AK under the numbers, to
know:


	
  · locality 165, «
  Degan Way », for a capacity of

  	
   

  	
  1603 square meters,

  
	
  · and locality 190
  « Degan Way », for a capacity of

  	
   

  	
  2466 square meters

  
	
   

  	
   

  	
   

  
	
  A complete capacity of 

  	
   

  	
  4069 square meters

  



 


2)
And constructions to be built on the aforementioned land, having to consist
after completion of a building with use of laboratory of manufacture, an
overall surface net clear of 1550-square meters (Surface Hors-Oeuvre Nette -
SHON).


As the aforementioned goods
will exist, extend, continue and comprise, with all their wealth, circumstances
and dependency, together all buildings by destination that can depend on it,
and any rights of joint ownership there attached, without any exception nor
reservation and without it being made a more fuller designation, the LESSEE
knowing the places perfectly.


STATEMENT ON THE RELATIVE EFFECT


To satisfy the provisions of
the 32, paragraph 2 of the Decree 55-1350 of October 14th, 1955, it is
specified that the BUILDING object of presents belongs to the LESSOR, to know:


· constructions, to make them build under the
terms of the permit building above aimed, without conferring privilege of
architect, contractor, workman or other,


· and the land, to have acquired it under the
terms of an act received this day by MISS JAFFARY, Notary in APT.



 19
 






 



A
genuine copy of the aforementioned act will be published in the second Office
of the Mortgages of AVIGNON, prior to presents.


B - Destination of places


Throughout the duration of
the leasing contract, the LESSEE will not be able to affect the rented
property, as it obliges to with it, as in the exploitation indicated in TITLE
III of this contract.


This destination will have
to be the object of no change without the express and written agreement of the
LESSOR. Under no circumstances, will the LESSOR be searched for any case where
the LESSEE would infringe this rule of destination; the consequences will be
the exclusive responsibility of the LESSEE.


C - Length


The present lease is
authorized and accepted for a number of whole and successive years; the
effective date and the number of years are fixed to TITLE III.


D - Expenses and conditions


The present lease, moreover,
is authorized and accepted under the following responsibilities and GENERAL
CONDITIONS, which the LESSEE obliges to carry out and achieve, to know:


1) the LESSEE will take the places rented in their
state at the day of the entry in use, without being able to require of the
LESSOR any installation, nor any repair at some time and of any nature that it
may be.


1) The LESSEE will take the
rented places in their state on the day of possession, without being able to
demand of the LESSOR any development, or any repair at any time and whatever
nature it is.


2) However good it may seem
to the LESSOR, it will be drawn up contradictorily between the parties on the
month possession an appraisal at the expense of the LESSEE.


The LESSEE avoids exerting
against the LESSOR any recourse at the rate of defects caused by bad
workmanship, vices or defects visible or hidden, really they would prevent the
use of the rented places, and without being able to aspire to any reduction of
rent or allowances.


Because of this, the LESSEE
is obliged to report to the LESSOR, in the month of their determination, any
defects or vices that it would detect in the construction industry to allow the
LESSOR if he considers it useful, any unspecified recourse.


Moreover, the LESSEE will
not be able to appeal against the LESSOR in the event of damage of fire or
explosion, flood damage, or any other circumstance damaging the rented
property, in the event of complete or partial cessation of his activity caused
by material or immaterial damages, whatever the cause is.



 20
 






 



No indemnification could be
claimed with the LESSOR, for deprivation of use, trading losses or any direct
or indirect unspecified damage.


3) The LESSEE will make with
his expenses, during the course of the lease, all repair, maintenance work and
replacement of any nature including fences, closings, iron curtains and others,
parquet floors, tilings, iron work, plumbing, joinery, sanitary appliances,
etc..., this list being only enunciated and not at all limited, but also major
repairs such as they are defined by the article 606 of the Civil code, so that
the whole is always in good condition, clear of any deterioration or
degradation of all kinds.


The LESSEE will endure that
the LESSOR will carry out at the expense of the LESSEE in the rented places all
repair work which would be necessary, due to its deficiency, the whole without
being able to claim with any allowance, or reduction in rent, the LESSEE
expressly renouncing for the benefit of the of the provisions of article 1724,
second subparagraph of the Civil code.


4) The LESSEE will not be
able to make without the express consent of the LESSOR in the rented places, no
important change of distribution, no opening in walls, and no modification. In
any event, all work which the LESSEE will carry out, will be under its
responsibility and in its expenses, risks and dangers. In case work would touch
the wholesale trade work, they will be subjected to the surveillance of the
architect of the LESSOR, whose fees (vacations) will be the responsibility of
the LESSEE.  The aforementioned architect
will notably be made responsible for recognizing if work performed does not
harm the aspect and the solidity of the building and does not decrease its
value.


The LESSEE promises,
moreover, not to load the floors beyond what will be accepted, after checking,
by an office or a specialized organization, whose expenses and fees will be the
responsibility of the LESSEE.


5) The LESSEE will leave in
good condition and without allowance, during his exit, for whatever reason it
is and, notably for arrival of the lease in its term or anticipated
cancellation, all installation, increases and improvements, unless the LESSOR
does not claim the re-establishment of all or part of the places in the state
they were in the day of the effective date of the present lease, considering
modifications authorized expressly by the LESSOR.


The LESSOR reserves himself,
moreover, the choice between the material execution of work necessary or an
allowance representative of their expense, which allowance will constitute a
privileged credit, as well as the rent. Works of re-establishment, if they must
take place, will be carried out under the control of the architect of the
LESSOR, at the expense of the LESSEE.


All executed work during the
lease, whatever title it is, will have to be the object of an insurance
covering the responsibilities while resulting.



 21
 






 



6) THE LESSEE will have to
leave with the LESSOR, or to all people whom this one will delegate, after
having been notified it of it, free access to the rented places, all the good
time which would seem to him to judge their state.


7) The LESSEE will furnish
the rented places and will hold them constantly furnished with of material,
pieces of furniture and movable objects, goods, in sufficient and of value to
answer the payment of rents and execution of all conditions of lease, at all
times.


8) Considering the
particular nature of this contract, the LESSEE will support all obligations
relating to the hiring of real estate goods generally falling to the LESSOR, as
well as the movable personal contributions, professional taxes, or all those
which would be substituted for them, taxes of all kinds, including annual tax
on offices, domestic garbage, discharge with the sewer, sweeping, or all those
which would have to be replaced or to be added to it, so that the LESSOR is
never questioned or queried on this subject.


It will discharge by
informing the LESSOR, or reimburse him at first request, all taxes, notably
land, contributions and any expenses to which the rented places or the tenancy
itself could be subjected, so that in any assumption rents hereafter fixed
either perceived net of all unspecified real expenses, with the only exclusion
of the taxes likely to burden the income of the tenancy which are and will
reside payable by the LESSOR. Refund or payment of these expenses by the LESSEE
will have to be carried out in the form of a supplementary benefit of rent.


The LESSEE will only support
and remain moreover, responsible for all errors, insufficiencies or omissions
of declaration which would be attributable to him and that would be detrimental
for the LESSOR.


9) The LESSEE, final debtor
of levies, taxes and expenses burdening the rented places or the tenancy, will
have the faculty to dispute the amount or the principle of any imposition of
which it will have to directly or indirectly support, but it will be able to
formulate this dispute only after administrations or interested groups,
expenses, risks and exclusive dangers, in the name of the LESSOR who delegates
to him, by the present ones, as a need, all powers useful to this effect. Any
claims or disputes which would be formulated by the LESSEE to the LESSOR would
be regarded as inoperative, the LESSOR not intending to take the load of
possible disputes near the administrations or organizations. Nevertheless, such
a dispute will not be able to cause the delay the date of current liability of
these expenses.


Any refund of levies or
taxes, as all reductions which could be obtained, will profit with the LESSEE
exclusively.



 22
 






 



It is expressly agreed
between the parties that payments of back taxes, whatever is the nature or the
clause, relating to the building object of the present leasing contract, in the
acquisition of aforementioned building or in the leasing contract, would be
supported in principal, interests, expenses and attachments by the LESSEE
without recourse against the LESSOR.


10) In the case where the
rented property would depend on a joint ownership, the LESSEE will reimburse to
the LESSOR all sums paid by him to the property manager of joint ownership for
expenses and work.


The LESSOR gives any powers
to the LESSEE from now to represent it to the General meetings of joint
ownership.


11) The LESSEE gets involved
to conform to all decrees, in particular municipal, present and to come, for
all that relates to the storage of all fuels (quantity and methods of storage),
of any inflammable and toxic products and, in general, with any regulation
relating to pollution and the environment.


Also, it will be exclusively
up to the LESSEE to do what is necessary to destroy in its expenses, from their
appearance, any insects, rodents or other parasites.


12) The LESSEE promises not
to do anything that can harm the peace or the peaceful use of the other
occupants or neighbors of the building, both on the occasion of deliveries and
as with those of the comings and goings of the employed personnel and, in the
same way, to make use even in parties, or rented places with activity that can
harm the morality or the good behavior of the property complex.


13) The LESSEE will have to
make her personal deal and without recourse against the LESSOR of the
constraints of any nature burdening or that can burden the aforementioned lands
and constructions, except to defend themselves from it, and to use those
active, if need be.


If the property complex were
to be constructed on a land located in a regulated zone, the LESSEE obliges to
respect all regulations, whatever nature they are, including those payable by
the owner which can result from conditions of contract and other documents
regulating this zone.


14) Insofar as it has chosen
or is compelled to hold a compatibility of the commercial type, the LESSEE
obliges, for the duration of leasing, to produce to the LESSOR, at first
request, a certified true copy of balance sheets and income statements, as well
as a copy of the reports of the Board of Directors General meeting and of the
Auditors.


The LESSEE will inform the
LESSOR of the inscriptions of privilege which could be taken in its opposition,
under the terms of legislative and regulation 



 23
 






 



texts as well as all operations
of movable leasing related with goods installed in the buildings being subject
of this leasing.


15) The LESSEE obliges with
the respect of any current or future regulation relating to occupation, use and
development of the property complex and in activity by him exercised. More
especially as for the safety regulations, it expressly avoids using the
buildings, as long as it would not be capable of giving proof to the LESSOR of
the accomplishment of the required formalities, as well as possibly, necessary
authorization planned for the protection against panic and fire hazards in the
establishments receiving of the public.


The LESSEE will not be able,
for whatever reason it is, to invoke difficulties which it could encounter
within the framework of the execution of his obligations and in the respect of
the provisions above, to withdraw itself from the expenses, notably financial,
of this contract, or to claim with the LESSOR an allowance or reduction of the
obligations which fall on to him.


16) In the event
construction is the subject of the present contract would have been built on a
land whose LESSOR would be tenant under a lease with construction or
authorized, whatever form it is, by the owner of the land to be used as it will
please him, the rents of leases or allowances paid to the owner of the land
will be reimbursed by the LESSEE to the LESSOR in addition to the terms of
rents defined below. The LESSEE obliges moreover, to respect the clauses and
conditions of the contract by which the LESSOR can have the land.


E - Insurance


In the common intention of
the parties, the leased out buildings must be maintained, for the duration of
the lease, in their complete integrity. To this end, the contracts of
insurance, signed or to subscribe, will have to guarantee their possible
integral reconstitution and the detrimental consequences of a disaster,
regarding whoever it is, third included/understood.


In the event of
insufficiency of the contracts, the pecuniary consequences of a disaster will
fall, after payment by the insurance companies, to the LESSEE who gets involved
there.


The LESSEE will guarantee
both for his own account and for that of the LESSOR near manifestly solvent
companies, the pecuniary consequences of the civil liability as one or other
one could incur with some title and for whatever reason it is.


1) Subscription of the
accruing policies in packaging


a) The LESSEE will subscribe
to his own insurer, for his account as well as for



 24
 






 



that of the LESSOR, a
contract of insurance intended to cover the real goods and all developments and
installations of natural property placed at the disposal of the LESSEE.


This contract will cover the
following risks:


· fire, lightning, any explosions in value as
new,


· loss of the leasing rents (18 months) or
pre-rents and/or deprivation of use


· electrical damage,


· expert’s fee,


· storms, hurricanes, cyclones, waterspouts,
tornadoes, hail on roofing,


· strikes, riots, popular movements,


· shock of a vehicle of the Earth,


· falls of airplanes and space devices,


· smoke,


· flood damage,


· civil liability of the owner of the
building,


· recourse of the neighbors and third parties,


· broken windows,


and will consist of a clause
of renunciation of recourse against the LESSOR.


b) If the LESSEE considers
insufficient the guarantees above, it will be able to subscribe to all
insurances which would appear to him necessary to supplement or improve
guarantees imposed by the LESSOR. The LESSEE will not be able to prevail
himself of an insufficiency of coverage of the risks which would be the
consequence of an exclusion or a non guarantee not to carry out obligations put
in its load by the leasing contract.


The LESSEE already
authorizes the LESSOR, and this for the duration of leasing, to carry out, at
any time, any checks on risks necessary to the development and the follow-up of
these insurances.


2) Subscription of the
relevant policies in contents


a) Moreover, the LESSEE will
have to ensure for common account if necessary, developments and comparable
installations to the objects or pieces of furniture becoming buildings by
destination or use, the furniture and personal properties, the goods, the
equipment and, in general, all property belonging to him or installed at his
expense as well as the responsibilities following both from the possession of
the aforementioned property and for its quality from occupant and owner or
manufacturer.



 25
 






 



This contract will cover the
following risks:


· fire, including fire due to ill will,
lightning, explosion in value of replacement or in value of new depending on
circumstances (pieces of furniture or buildings).


· fall of airplanes and space devices,


· storms, hurricanes, tornadoes,


· strikes, riots and popular movements,


· flood damage,


· theft,


· civil liability,


· recourse of the neighbors and third parties,


And will include a clause of
renunciation of any recourse against the LESSOR.


b) An insurance policy
covering the trading losses will have, moreover, being subscribed by the LESSEE
of the buildings, which abandons the idea of exercising a recourse of this
chief against the LESSOR, in the event of complete or partial cessation of its
activity, caused by material or immaterial damages, whatever the reason. The
LESSEE gives as of now his consent so that the insurance company delegates to
the LESSOR the leasing rents consisted of assured overheads.


3) Various Provisions


a) The annual premiums will
be discharged by the LESSEE who obliges and will have to justify at first
request of the LESSOR, and this although these policies are necessarily signed
as well for its account as on behalf of the LESSOR who gives to the LESSEE, by
the present, mandate to this effect, in the terms of article 1984 of the Civil
code, which is accepted by the LESSEE.


These provisions will
involve the obligation for the LESSEE:


· to clearly emphasize in the policies the
quality recognized by him to the LESSOR of direct beneficiary and in full
measure of the allowances relating to property packaging;


· to communicate to the interested companies,
so that they are not aware of any, a certified copy of the stipulations of 1)
and 2) of TITLE I, E - Insurance, as well as these various provisions;


· to take with the aforementioned companies
the required measures necessary for immediate and direct information of the LESSOR, all non payment complete or partial of the premiums
in the month of their expiry and before their effective date, all suspension,
cancellation or reduction of concerned guarantees and this whatever are the
causes, except a prior and written agreement of the LESSOR. These provisions
constitute an essential and decisive condition without which the present
contract would not have been concluded. Consequently, the LESSOR will be able,
if there is suitability to make use of the termination clause at the request of
the LESSOR 



 26
 






 



stipulated hereafter in the
event of serious failure that can affect the extent or the validity of the
policies;


· to address, consequently, with the LESSOR,
in its first request, a certificate emanating from the aforementioned
companies, detailing the risks and responsibilities covered as well as the
corresponding amounts.


b) It will have to be
justified by any policies signed by all interested parties before the
acquisition of the building by the LESSOR and of which the effect would benefit
the successive purchasers: It will be obligatorily thus, in particular, the
policies concerning expected construction by the legislation in force.


c) The LESSEE will make,
moreover, his personal business of any damage caused in the developments which
he will perform in the leased buildings, as well as of those caused with the
furniture, equipment, goods and any objects of which he would be possessor,
whatever title it may be.


d) The LESSEE will have to
be able to justify at first request of the LESSOR of a subscription “Prevention
and fire control” near an approved organization by the Plenary Assembly of the
insurance companies against the fire, whose missions will cover at the very
least obligations born of all legal or lawful provisions present or to come
relating itself to nature and the destination of the buildings.


e) The LESSEE will have,
with regard to the work carried out throughout leasing, to ensure work or
supplementary works in reference so much to the legal provisions as under the
present contract, as well during the execution as after completion (Indemnity
insurances with work, fire, civil liability, etc).


f) In the event the
buildings to be insured would depend on a joint ownership, it will be held
accountable of the insurances against fire and other risks contracted by the
care of the property manager, in conditions envisioned in the regulations of
joint ownership.


The insurances to be signed
as a supplement by the LESSEE will have to, on one hand, cover works,
developments and installations carried out by him and in which, because of this
a collective guarantee taken by the property manager cannot be extended and, on
the other hand, to supplement this collective guarantee in such a way that all
the risks and responsibilities are assured in kind in sums, as asked from
paragraphs 1) and 2) which precede.


The premiums related with
the policies signed by joint ownership will be included in the expenses whose
payment is recalled under the article D - 8). Being specified here with this
effect, the LESSOR gives mandate to the LESSEE who accepts, for the purpose of
regulating the premiums directly to the property manager.



 27
 






 



4) Disaster


a) The LESSEE will have to
declare to the insurer, in the forms envisioned with the contract of insurance,
any disaster, whatever is the importance, even if it does not result an
apparent damage; a certified true copy will be addressed the same day to the
LESSOR by registered mail.


b) In the case where,
following a fire, from an explosion, whatever is the origin, of any disaster,
the buildings leased would come to be destroyed partially or entirely, or made
unusable, the present convention, notwithstanding the provisions of article
1722 of the Civil code, would not be cancelled and would continue in its
effect.


Consequently, the LESSOR promises
to give mandate to the LESSEE so that it undertakes the reconstruction of the
entirety of the stricken property, LESSOR reserving the right to constantly
control the completion of the work by his architect.


The insurance indemnities
will be versed between the hands of the LESSOR who will assign them to the
regulations of repair work; the LESSOR being held for this reason at the level
of perceived tax-free indemnification.


Any sums discharged by the
LESSOR with the title of the VAT will give way to the profit of the latter to
interests paid by the LESSEE in conditions which will then be determined
between the parties and this, until the LESSOR is credited by the
Administration.


In the event of
insufficiency, for whatever reason it is, the LESSEE will be held to complete
of its monies any complement of expenditure.


The LESSEE will have to
carry out this reconstruction on an equally developed surface, on behalf of the
LESSOR, respecting the regulations of town planning in force, with the aid of
materials of the same quality.


The reconstruction will have
to start in the six months which will follow the disaster to imperatively end
in the twenty four months of the date of the disaster, except impossibility
duly noted by both parties.


c) The LESSOR will determine,
in agreement with the LESSEE, the methods according to which it will regulate
directly with the architects and contractors the amount of their memos, using
the received funds of the Insurance Companies.


d) The LESSEE will, before
the start of work, provide to the LESSOR the guarantee interdependent of a
bank, promising to answer in its place and place in the calls for capital of
the architects and contractors for the non covered sums by the insurance
companies, except for an agreement between the undersigned parties.



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e) For lack of supplementing
the insurance indemnity or bringing the guarantee evoked above, and that before
the beginning of work, the lease will be automatically cancelled however, good
it seems to the LESSOR. This cancellation will involve the loss of the benefit
of the commitment to sell, as well as the assumption of responsibility by the
LESSEE of the regulations of an indemnification sum of which is fixed under
TITLE III – SPECIAL CONDITIONS, to which will be added one year of rent.


Nevertheless, in order to
secure consequences of the lease cancellation from which it comes to be spoken,
the LESSEE will be able, if it wishes it, to prevail itself of the clause of
lifting the anticipated option (TITLE II - P) and this, whatever the date of
the disaster, on the condition of warning the LESSOR by registered letter with
acknowledgement of receipt.


The repurchase will take
place within three months, the LESSEE in front of, in addition to the
repurchase price defined in TITLE III - SPECIAL CONDITIONS for the end of the
year in progress, to pay a whole year of rent to the LESSOR.


In one as in the other one
of these two cases, the insurance indemnity received by the LESSOR will
attribute, after subtraction of sums possibly due to the Tax authorities with
the title of the perception of allowance, with due competition to all sums owed
by the LESSEE.


If there is cancellation as
defined in the first subparagraph of the present article, the surplus will
remain the property of the LESSOR. If there is application of the clause of
repurchase, the surplus will return to the LESSEE.


f) The LESSEE will continue
to discharge regularly, notwithstanding the disaster and for the duration of
the reconstruction of the completely or partly destroyed places, in principal
and in attachments if any.


Any allowances paid to the
LESSOR as insurance “loss of rents” and / or deprivation of use will be charged
to the rent due.


g) In the case for whatever
reason it is, the LESSEE would encounter an impossibility of reconstruction not
of his own fault, and even in case this reconstruction would be possible only
partly, the LESSEE will be able in his choice:


· Ask for the termination of the LEASE, in
which case he will have to pay to the LESSOR the indemnification envisioned in
TITLE III – SPECIAL CONDITIONS, increased by six months of rent.


In this case, the insurance
indemnity received by the LESSOR will attribute, after subtraction of sums
possibly due to the Tax authorities, in due



 29
 






 



competition, on sums owed by
the LESSEE. If this indemnification, such as it has just been said, were higher
than these sums, the surplus will remain the property of the LESSOR.


The termination such as it
has been asked, will automatically carry the loss of the benefit of the
commitment to sell.


· That is to say to acquire property rented in
the care of the commitment to sell, for the entire remittance of the price
envisioned in TITLE III - SPECIAL CONDITIONS, to which will be added the sum of
six months of rent.


In this case, the insurance
indemnities received by the LESSOR will attribute, after subtraction of sums
possibly owed to the Tax authorities, with due competition on sums owed by the
LESSEE. If this indemnification, such as it has just been said, was higher than
these sums, the surplus would be paid to the LESSEE.


h) The fixation of the sum
of indemnification which can be due by the Insurance Companies, at a rate of
partial or total loss which has occurred in the rented places, will be agreed
by the LESSOR in the presence of the LESSEE.


The offers which would be
made by the Insurance Companies could be accepted by the LESSOR only with the
agreement of the LESSEE, but this one will not be able to differ its response
beyond a maximum delay of one month from the notification which will be made to
him by the LESSOR of its intention to accept the suggested offers. This
notification will be carried out by registered letter with a notice of receipt.


In the event of disagreement
of the LESSEE on the amount of the indemnification given by the Insurance Companies,
the LESSOR authorizes the LESSEE to question, at his risks and dangers and in
the name of the LESSOR, the sum of this indemnification, to cause any
evaluations and to introduce any actions which he will notify, with load for
calling him the LESSOR in intervention in debate and in procedure.


For the duration of the
dispute, the LESSEE will continue to pay the amount of the owed rents during
the period considered. It will support, moreover, and will directly discharge
the unspecified expenses, rights and fees which could be due.


On the assumption that the
dispute of the LESSEE would have, as a result, to delay the beginning of
reconstruction work, the times above defined in article E 4), b), will start to
run only on the day when the Insurance Companies will have given their
agreement for the beginning of work.


If the dispute by the LESSEE
of the offer which the LESSOR was willing to accept would lead, for whatever
reason it is in the fixing of a lower 



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indemnification to that
accepted by the LESSOR, the LESSEE forces himself to pay, from his sums of
money, to the LESSOR, the difference between the final indemnification and the
offer accepted by the LESSOR.


F - Cession


1) The LESSEE


The LESSEE will not be able
to yield his right, entirely or partly to the present leasing, if it does not
belong to the purchaser of his business, without the express and written
consent of the LESSOR, under penalty of nullity of the transfer authorized to
the contempt of this clause, and even of termination of the present leasing,
however good it may seems to the LESSOR.


The possible transfer of the
present leasing will obligatorily carry and in full, transfer of the benefit of
the below approved agreement to sell.


Moreover, the yielding
LESSEE, will be jointly held with his assignee of all the obligations put in
his load by presents and, in particular, of the payment of the rents in their
term and the whole execution of all the clauses of the present leasing.


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


The stipulations which
precede apply to all the cases of transfer, whatever form it is, as with the
contribution of the right to leasing in any company in whatever form it is,
whether this contribution is made to a new or preexistent company.


The transfer or the raising
of capital will have to be carried out in the presence of the LESSOR or he duly
called by means of a simple letter registered with notice of receipt addressed
to its registered office at least eight days in advance


The transfer or contribution
in Company will have to be accomplished in the presence of the LESSOR or duly
called by means of a simple registered letter with notice of receipt addressed
to its registered office at least eight days in advance.


The transfer or the
contribution will be determined by an authenticated deed from which an
executable copy will be delivered without expenses to the LESSOR.


2) By the LESSOR


In accordance with the
provisions of the 1st article-1 of the Law No. 66-455 of July 2nd, 1966 and the
subsequent texts, the LESSOR obliges in the event sale or disposal of the
goods, object of the present lease, for this duration, to impose on his
purchaser, assignee or to successor in title, the execution of all clauses and
conditions of the present conventions of leasing.



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In the event of transfer of
credits, born with the title of this contract, in a common fund of credits in
accordance with legal and lawful provisions in force, the transfer of safeties
that can guarantee every credit, including, if necessary, the benefit of the
insurances, will be carried out in full in the benefit of fund, in accordance
with the provisions of article 34 subparagraph 7 of the Law No. 88-1201 of
December 23rd, 1998, modified.


Moreover, the load of the
recovery of the debts thus yielded could be transferred according to provisions
envisioned in article 36, subparagraph 2 of the aforementioned Law. In this
case, the LESSEE will be informed about it by a simple letter.


G - Sublease


The LESSEE has the faculty
to sublease all or part of the buildings, object of the present contract under
the following reservations in which it could not be derogated under penalty of
cancellation:


1) Any complete or partial
sublease of the buildings to be approved by the LESSEE only with prior
agreement and written of the LESSOR.


Any sub-renting total or partial of the buildings to
be agreed by the LESSEE only with


2) In the event of
authorization of sublease, the LESSEE will be obliged to respect the following
conditions:


· authorized subleases will not have to expire
under any circumstances after the leasing contract.


· all consecutive work of development or
repair in sublease will remain in the exclusive load of the LESSEE, as well as
indemnification of all kinds which could be claimed by the subtenants whatever
title it is.


· the termination of the leasing contract,
whatever is the reason, will automatically carry that of authorized subleases.


· in the event of non-payment of the sums due
to the title of leasing, LESSEE already authorizes the LESSOR to directly
perceive any sum due to his subtenants.


3) The clause hereafter will
have to be completely reproduced in any contract of sublease authorized by the
LESSEE:


“The right to the enjoyment of the
rented places results for the LESSOR of a leasing contract which was authorized
to him by credit-lessor, which will expire on                        ,
whose subtenant acknowledges having acquainted and promises to respect the
terms.



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Prior to the present sublease, the
subtenant specifically acknowledges having been informed that the sublease
which is authorized to him depends on the existence of the leasing contract
whose LESSOR is tenured.


Therefore, subleasing will expire
irrevocably during the occurrence of the term of the leasing contract in the
absence of lifting the option to sell by the LESSOR, or at the time of its
cancellation for whatever reason it is.


In the event of expiration of the
leasing contract, without the LESSOR exercising, or the anticipated
cancellation option to sell of the leasing contract, for whatever reason it is,
the subtenant will be required to immediately release the places rented without
being able to oppose a right on the foundation of the present contract to the
Company of leasing remaining the owner.


The LESSOR and the subtenant
provide for the profit of the credit-lessor, the credit of the rents resulting
from the present contract.


At first request of the
credit-lessor, the subtenant will be required to pay in the hands of this one,
any sum of which it would be indebted towards the LESSOR.”


H - Security


The LESSEE will not be able
to give in security the commerce funds exploited in the building being the
subject of this contract, only after having notified the LESSOR OF IT by
registered letter with acknowledgement of receipt and received his written
consent.


In the case a security would
have been authorized to the contempt of this clause, just as in where an
inscription was appraised by a third, and found valid by a judicial decision
passed in force, would not have been raised by the execution of the decision,
the LESSOR will be able to terminate the contract, if it seems good to him: the
conditions of this cancellation will be then the one resumed hereafter in
article L – Cancellation at the request of the LESSOR.


I - Rent


The present leasing contract
is authorized and accepted for the payment, at the times and according to the
methods below, of a rent tax-free whose amount and terms of payment are
specified with TITLE III.


This rent will be raised
value-added tax (V.A.T.) or of straight or taxes which would in the future come
to replace this tax or to supplement it


This rent will be increased
of the value-added tax (VAT) either of any rights or taxes which would in the
future come to replace this tax or to supplement it.


All sums owed by the LESSEE
to the LESSOR as rents, expenses and any taxes, will be paid by opinion of
samples.



 33
 






 



The successive payments will
have to be carried out through to their anniversary date, hereafter set up in
SPECIAL CONDITIONS, of the date of current liability of the first payment.


In the event of non payment
in the term, by the LESSEE, of a term of rent, or non payment of expenses or
all other sums due to the title of this contract, on about the fifteenth time
of the sending of the invoice or the supporting documents of expenditure, it
will be due, by way of penalty clause and without it being necessary for a
setting in preliminary residence, an interest on the fallen sums, calculation
at the fixed rate of the SPECIAL CONDITIONS, as from the day of current
liability, this independently of the exercise of the clause of termination at
the request of the LESSOR below envisioned under article L.


J - Information relating to
the replacement of French currency by the European single currency


As need and in accordance
with the general principles of the monetary right, it is recalled that the
credit of money sums, drawn up and/or payable in a monetary unit of a European
member country of the Community European (National Monetary Unit) by virtue of
presents, will be automatically considered, as made up and/or payable in
European single currency when this National Monetary Unit ceases having legal
tender or more in general, will be replaced with the European single currency
in accordance with community legislation and/or national regulation.


The rate and the conditions
of conversion of the National Monetary Unit are those resulting from the
application of the provisions of article 109 L of the Treaty of the European
Union.


The present lease being
concluded during the period known as “transitory”, that is to say before the
final passage to the Euro, the LESSEE confirmed to the LESSOR the maintenance
of the financial conditions expressed in French francs.


“French Franc” or “FRF”
means, in accordance with regulations THIS No. 1103/97 of June 17th, 1997 and
No. 974/98 of May 3rd, 1998, subdivision of the EURO having capacity on the
territory of the French Republic until December 31st,
2001.  Specifically, that the fiduciary
currency in French Francs will cease having legal tender on the territory of
the French Republic, at the latest, six months after December 31st, 2001, this six month period could be shortened by Law.


K - Termination at the request
of the LESSEE


1) The LESSEE will be able
to ask for the termination of the present contract only from the date fixed to
the TITLE III and to warn the LESSOR at least three months in advance by registered
letter with acknowledgement of receipt.



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However, whatever the date
of a disaster or an expropriation, the LESSEE will be able to overcome the
present clause of termination on the condition of warning the LESSOR by
registered letter with acknowledgement of receipt.


This termination will be
able to take effect only on the expiry date corresponding to a term of rent.


2) It will be held to
overturn eight days before the date of termination chosen by him, by way of
contractually agreed allowance, a sum determined with the TITLE III - “SPECIAL
CONDITIONS”.


3) The indemnification of
termination, related to the particular character of leasing, will be due by the
LESSEE in legal situation of rectification on the assumption that the Receiver
would not continue the execution of the contract.


4) It is expressly
stipulated that the termination of the contract remains subordinated to the
perfect execution of each and all the clauses, expenses and conditions were
stated under Title I of the present contract.


5) For all the cases of
legal request for termination of the present contract emanating from the
LESSEE, the LESSOR is from now exempted from publishing any procedural
documents at the Office of Mortgages, in accordance with the Decree of January
4th, 1955.


6) The termination of the
lease will automatically involve the loss of the benefit of the agreement to
sell.


7) In the event of recovery
or of bankruptcy, the LESSEE will evacuate the places, from the effective date
of termination. In the event of non respect for this date, will be paid to the
LESSOR an allowance of monthly and indivisible precarious equal occupation in
triple of the monthly rent calculated on the basis of the rent in force; this
allowance does not merge with that envisioned in article K, 2) above.


L - Termination at the request
of the LESSOR


Failing payment on its
expiry date of the single term of pre-rent, rent or execution of one of the
unspecified clauses of the present contract and after fifteen days from a
command to pay or of a demand, addressed by an extra-judicial act, remained
ineffectual and expressing the will of the LESSOR to overcome the present
clause, the lease will be immediately solved without it being necessary to fill
any legal formality and notwithstanding any offer or subsequent consignments.


During the period of
pre-financing, this termination will involve for the LESSEE or any person whom
it would have substituted with the agreement of the LESSOR the obligation to
pay, in only once, at the latest with the expiration of the aforementioned
month, in the hands of the LESSOR:



 35
 






 



1) the totality of the
financing withdrawn at the day of the termination and any invoicing still due
for work performed.


2) any indemnification due
possibly for the termination of the ongoing contracts (notably with the
architects, contractors or suppliers).


3) an indemnification of
fixed termination contractually to 10 % of the maximum of financing tax free.


In any hypothesis, pre-rents
or rents regulated or owed to the LESSOR, will remain his.


During the lease, the
termination of the present contract will automatically involve the loss of the
benefit of the commitment to sell of the payment by way of interests damaged
contractually agreed, of a sum equal to that envisioned in TITLE III - SPECIAL
CONDITIONS increased by one year of rent.


The LESSEE and/or every
occupant will have to release the places from the effective date of the
termination of the contract. If he refuses, he could be compelled by simple
summary order. In this case, the LESSEE and/or every occupant, will have to
discharge an indemnification of occupation calculated in accordance with the
provisions of article Q, until the effective release of the places.


In the event of opening of a
legal procedure of rectification contrary to the LESSEE, the LESSOR will
address a demand to the Receiver to have to introduce it if he continues the
contract or not.


Failing to answer within one
month from the reception of the letter, the Administrator will have to abandon
for the benefit of the contract, in accordance with the law and the termination
will automatically intervene with all consequences previously envisioned.


For all the cases of legal
request for termination of the present contract emanating from the LESSOR,
this, is from now exempted from publishing any procedural documents at the
Office of Mortgages, in accordance with the Decree of January 4th, 1955.


The provisions which precede
constitute an essential and determining condition of the present lease without
which it would not have been authorized.


M - Right of lease or option
VAT


SPECIAL CONDITIONS specify
if the LESSOR opts for the imposition to the value-added tax of the income of
the present tenancy.



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If there is no option for
VAT, the rents and supplements of the rents will be subjected to the right of
lease and to the possible additional tax.


In the event of option for
the VAT, the LESSEE will continue to regulate to the LESSOR, in addition to
rents, interests calculated according to methods specified in TITLE III - “SPECIAL
CONDITIONS”.


N – Expropriation and
Requisition


Until the date of execution
of the ordinance prescribing the property transfer of the property group in
favor of the expropriating organization, the envisioned rents will continue to
be payable, whatever the methods of occupation by the LESSEE of the
expropriated places.


It is agreed that the
discussions with the expropriating Administration for the determination of the
compensations of expropriation will be held jointly by the LESSEE and the
LESSOR.


1) – Total Expropriation


The lease will be
automatically cancelled as from the date of execution of the ordinance recalled
above, without indemnification payable by the LESSOR and to the profit of the
LESSEE.


The LESSEE will, in this
case, have to pay to the LESSOR an indemnification equal to the sum envisioned
in TITLE III - “SPECIAL CONDITIONS”. Sums paid to the LESSOR as expropriation
will attribute, after deducting the taxations which could be owed by the LESSOR
have the perception of the indemnification of expropriation, in owed
competition on the sum of the indemnification of termination, the possible
surplus being paid by the LESSOR to the LESSEE.


2) Partial dispossession


If the building is only
partially expropriated, the lease will continue on the part not expropriated.
It could then be agreed between the parts of a reduction of the amount of the
rent, reduction which will take into account between others of the
possibilities of pursuit of exploitation by the LESSEE, and the sum of
indemnification received on both sides.


If the non-expropriated
portion of the building is insufficient to allow the exploitation of the leased
out real estates, the LESSEE will have the faculty to ask the LESSOR, on the
condition of informing him by registered letter with acknowledgement of receipt,
three months in advance:


· that is to say the termination of the
present contract under the conditions envisioned above under article K -
Termination at the request of the LESSEE – without condition of time.



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In this case, the
indemnification of expropriation received by the LESSOR will be charged, after
writing off of the sums possibly due to the Tax Authorities, with due
competition to the sums owed by the LESSEE.


If this indemnification,
such as it has just been said, were higher than these sums, exceeding it will
remain the property of the LESSOR.


If the allowance of
expropriation is lower than the allowance of cancellation which had by the
LESSEE, this last obliges to pour its sums of money the difference with the
LESSOR.


If the indemnification of
expropriation is lower than the indemnification of termination owed by the
LESSEE, the latter obligates him to pay the difference of the sums to the
LESSOR.


· that is to say, the repurchase of the
remaining part of the building for the entire remittance of the price
envisioned in TITLE III - “SPECIAL CONDITIONS” under the same conditions as
those envisioned above under article N -1) relating to total expropriation.


3) Requisition of the
building


The lease will continue
producing its full and whole effect, the rent continuing to be payable without
reduction. The indemnification of requisition, or temporary or partial
occupation which will be paid, will return entirely to the LESSEE, but will be
delegated by him to the LESSOR, as soon as the notification will be made to him
by the claimant authority there, to be charged to the failed rents.


TITLE II


UNILATERAL PROMISE OF SALE


O - Agreement to sell


The LESSOR promises to the
LESSEE to sell him the building, object of presents, at the expiry of the
lease, at habitual conditions and of right, andin particular, for the purchaser
to take the property sold in their state and consistency at the day of the
sale.


By express infringement to
the provisions of article 1641 of the Civil code, the Seller will be held in no
guarantee in particular for the hidden defects.


The purchaser will have to
reimburse to the seller the entirety of the relating property tax in the year
in the course of which the sale will intervene. If the warning was not issued
the day of the signature of the act, the purchaser will have to pay to the
seller, a sum determined on the basis of the tax of the previous year. If
necessary, all sums owed for expenses and work performed or not as joint
ownership, will also have to be reimbursed by the purchaser to the seller.



 38














 


This sale will take place
with the risks and dangers of the LESSEE without any guarantee on behalf of the
LESSOR for whatever reason it is and in particular for hidden defects or vices.


It is expressly stipulated
that the realization of the agreement to sell is subordinated to perfect
execution by the LESSEE of each and all the clauses, expenses and conditions
stipulated under Title I in the present contract.


The selling price, in the
case of realization of this promise, is indicated under TITLE III of the present
contract. It will be payable counting on the signature of the authenticated
deed, this one having to intervene at the latest of the expiry date of lease.


Moreover, the LESSEE will
take responsibility for all his rights, expenses and fees related with this
change and all the taxes, rights or contributions which the Administration will
be able to demand of the one or other of the parties in consideration of the
length of the contract, the selling price and of the rules of redemption,
except for those who would be clean to the LESSOR.


The LESSEE will have to
notify the LESSOR by registered letter with acknowledgement of receipt, at the
latest, six months before the expiry date of the lease, of his intention to
raise the option which is given to him.


P - Lifting of preliminary
option


The LESSEE will also have
the faculty to acquire the property rented from the date indicated under the
TITLE III, provided that he regularly meets the obligations placed as his
responsibility and provided that he notifies the LESSOR OF IT at least one year
before the date in which he intends to perform this acquisition, and this by
registered letter with acknowledgement of receipt.


This acquisition will be
able to intervene only on the anniversary of the effective date of the present
contract.


In this case, the LESSEE
will have to pay to the LESSOR an amount fixed to the TITLE III - “SPECIAL
CONDITIONS”.


The selling price will be
paid by cash at the time of the signature of the notarized deed of sale.


In this possibility, as in
the case of a realization of the agreement to sell at the end of the contract,
all rights, expenses and fees related with this change just as all the taxes,
right or contributions which the Administration could demand of one or the
other of the parties, taking into account the length of the contract, account
the selling price and account the rules of redemption, will be the exclusive
responsibility of the LESSEE; moreover, all sums which 



 39
 






 



would not have been received
as rent according to the methods of the present contract and this for whatever
reason it is, as well as all sums due on a purely principal or additional
basis, including the post maturity interests calculated as shown above (Title
I, Article I - Rent) must be consigned in the hands of the notary charged to
draw up the act, and this, 48 hours before the date chosen by the LESSEE or the
date of completion of the contract.


The purchaser will have to
reimburse to the seller the entirety of the relating property tax to the year
during which the sale will intervene. If the warning was not issued the day of
the signing of the act, the purchaser will have to pay to the seller a sum
determined on the basis of the tax of the previous year. If necessary, all sums
owed for expenses and performed work or not as joint ownership, will also have
to be reimbursed by the purchaser to the seller.


Fault by the LESSEE of
having consigned the funds in the hands of the notary within the time
envisioned above or to have signed the act on the fixed date, the LESSEE will lose
the benefit of the lifted invoked preliminary option and the present lease will
then continue running on the initially envisioned conditions.  Moreover, the LESSEE will take responsibility
for all the expenses which would have been initiated by the LESSOR.


Q - Evacuation of places at
the expiration of lease


For lack of lifting of the
option to buy and failing a new leasing agreement contract concluded between
the parties, the LESSEE will have to evacuate the places at the latest, on the
date of expiration of the present contract.


In the event of delay in the
evacuation of places, the LESSEE will pay the LESSOR an annual indemnification
of occupation equal to three times the perceptible rent during the last
deducted year of lease prorata on month to month, with each started month being
due.


R - Possible regularization of
the deduction of VAT


In the event if, for an
unspecified reason, the LESSOR would be called to proceed in accordance with
the provisions of the General Tax Code to an unspecified regularization of the
deduction by him carried out by the value-added tax having initially burdened
construction or acquisition of the building, object of present leasing, any sum
which the LESSOR would so be called to transfer to the Tax authorities, should
be refunded to him, at his first request and without delay by the LESSEE in
leasing, future possible purchaser of the building to whom, in counterbalances,
the LESSOR will deliver the certificate envisioned by the General Tax Code.



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Such a refund by the LESSEE will
be payable:


· whatever the cause motivating the obligation
for the LESSOR to proceed to the regularization of the deduction, this cause
being exclusive of any cession of the building.


· nevertheless, the transfer of the
value-added tax by the LESSOR would not open to the deliverance of the
certificate envisioned above


· also even on the assumption if the LESSEE,
for whatever reason it is (that this reason is attributable to him or not, that
it is or not independent of its will), could not really benefit the right to
deduction of the value-added tax appearing on the certificate which will have
been delivered to him by the LESSOR.


On the other hand, this
refund will not be required of the LESSEE if the regularization of the
deduction of the value-added tax was at the time of the sale of the building by
the LESSOR with one third held to carry out in place and place of the seller
conventions of credit lease.


On the other hand, in the
event of sale of the building to the LESSEE in virtue, either the agreement to
sell stipulated in Title II above, or pursuant to all other provisions of this
leasing contract, in particular those treating disasters, the amount of the
value-added tax that the LESSOR would be called to pay by way of regularization
of the deduction, will have to be refunded to him by the purchaser during the
signature of the authenticated deed of sale, this refund that can under no
circumstances benefit from the payment in the long term.


Moreover, the sample of
transfer of regularization will be carried out by priority on the expropriation
or insurance indemnities to be received if required; this deduction will be
compensated by the delivery of the already mentioned certificate.


The provisions of the
present article are and will be applicable both to the LESSEE and to his
rightful claimants or assigns, notably every transferee of right to the present
credit lease.


TITLE III


SPECIAL CONDITIONS


1 - DESTINATION OF PLACES
(Title I.B)


Building
for laboratory usage of manufacture.


2 – MAXIMUM OF FINANCING
(Art. I preliminary conventions)


F
15.000.000 Tax Free as stated in the exhibit.



 41
 






 



3 – PRE-RENTS (Art. 3 of
preliminary conventions)


Commitment fee: 0,10 % per quarter, calculated on
the amount tax-free of the investment, prorata as from August 28th, 2000 until
the effective date of leasing, payable quarterly and in advance.


Interests: (TMM + 1,30) % Tax free per year.


TMM = monthly average rate of the money market.


(monthly average of the medium rates balanced in
euros TEMPE or EONIA).


The TMM retained for the calculation of the
aforementioned interests will be the arithmetic medium of the 3 TMM published
with the title of the months M-3 to M-1, M being the month of current liability
of the interest.


4
- RATE OF PRE-RENTS DURING SUPPLEMENTARY PERIOD (Art. 7 preliminary
conventions)


Commitment fee: 0,15 % per
quarter.


Interests: (TMM + 1,50) % Tax free per year.


TMM = monthly average rate of the money market.


(monthly average of the medium rates balanced in
euros TEMPE or EONIA).


TMM retained for the calculation of the
aforementioned interests will be the arithmetic medium of the 3 TMM published
with the title of the months M-3 to M-1, M being the month of current liability
of the interest.


5
- OPINION OF DEDUCTION FOR THE PAYMENT OF PRE-RENTS (Art. 3 of preliminary
conventions) AND RENTS OF LEASING (Title I.I)


References of the bank account of the LESSEE,
according to the R.I.B.


BNP PARIBAS


Office: CAVAILLON - 0605


Account No. 0605-100-355-03 Key RIB 60


6 – STARTING DATE OF WORK
(Art. 5 of preliminary conventions)


March 8th, 2001.


7 - PRESENTATIONS OF THE
INVOICES (Art. 6 of preliminary conventions)


a) monthly date of presentation: the 10th of each
month;



 42
 






 



b) in the case where the LESSEE would have already
regulated, prior to the signature of present, certain expenses falling to the
lessor, the latter will carry out the reimbursement to the LESSEE on production
of the corresponding invoices and justification of their payment (art. 2 of
preliminary conventions).


8
- COMPLETION OF WORK (Art. 7 of preliminary conventions)


a) date of accomplishment:
December 31st, 2001


b) supplementary length of
delay: two months as from this date.


9
- FINANCING OF THE VAT PAID OUT BY THE LESSOR


The LESSEE will regulate to
the lessor of the interests calculated at the rate of (TMM + 1,30) % Tax free
per year on the sums discharged with the title of VAT on the amount of the
investment, object of presents, but within the limit of delay inclusive of
recovery from 4 months of date to date as from each of the disbursements.


TMM = monthly average rate of the money market.


The TMM retained for the calculation of the
aforementioned interests will be the arithmetic medium of the 3 TMM published
with the title of the months M-3 to M-1, M being the month of current liability
of the interest.


10
- EFFECTIVE DATE AND DURATION OF THE LEASE (Title I.C)


The lease will take effect
as from the date of taking possession of the property known indicated for a
duration of fifteen years whole and consecutive, and at the latest on February
28th, 2002.


11-
RENT (Title I.I)


The rent will be calculated
as it will be said, hereafter, according to the elements of cost prices of the
building, below, listed in the account which precedes representing the sums
invested by the lessor in the present operation of leasing and hereafter
expressed under term “Investment”.


The terms of the annual
rents are payable quarterly, term in advance, the first as from the date of
entry in leasing.


The LESSEE will have the
choice at entry in leasing, on the condition of warning the lessor at least one
month before the date appointed for the entry in leasing, between the two
following formulas:


A) Variable rate formula


Each
quarterly installment will comprise:



 43
 






 



a)     A part
of the refund of capital governed by a key of redemption such as included in
column 3 of the table attached

(table no. 1),


b)    A part of interests calculated on the remaining capital owed at
the beginning of the period before deduction of the accruing part of redemption
related at the aforementioned period. The nominal rate (TN) being used for this
calculation of interests, will result from the following formula:


TN = (TIBEUR in 3 months + 1,30) x 365/360


Where TIBEUR = monthly
average of TIBEUR 3 months of M - 2, M being the month of regulations of the
maturity date.


· TIBEUR (or EURIBOR) – inter-bank rate in
three months offered in Euros.


The
TIBEUR 3 months is affected of the report 365/360 taking into consideration the
practices of the inter-bank market where the      resource
is remunerated according to the number of real days.


Possibility
of conversion into fixed rate


The
lessor confers faculty on the LESSEE, during the first seven years of the
contract, to ask him to calculate the share of interests according to a fixed
rate which will be obvious then to the parties in a final way for the duration
of the remaining contract. This faculty will be able to be exercised on a date
corresponding to the current liability of a quarterly term on a request
formulated by registered letter with acknowledgement of receipt at least two
months before the aforementioned date.


The
nominal rate selected would be the following:


TN
= TEC 10 + 1,50


TN:
nominal rate.


The
quarterly nominal rate used for the calculation of the interests of each period
being consequently determined.


TEC
10 (Rates of the constant maturity date to 10 years): yield rates actuarial of
a fictitious value of which the duration of aims would be equal to 10 years,
published by the financial press.


The
reference retained for the TEC 10 will be the monthly average of the TEC 10
published the month preceding the first rent concerned with the consolidation.


This
consolidation will be the object of a commission determined by the following
formula:



 44
 






 



 


	
  Last paid rent -
  (capital before payment - capital after payment)

  	
   

  
	
  3

  	
   

  



 


B)   Fixed rate formula


As
from the effective date of leasing and until its conventional expiry, the
annual rents will be, of convention express between the parties, payable on a
quarterly term to fall according to the slope determined by the enclosed key of
redemption.  The final key of redemption
will be determined with the entry in leasing.


The amount of the quarterly
installments of rent will be calculated starting from a nominal rate defined by
the following formula:


TN = TEC 10 + 1,30


TN = nominal rate.


The nominal rate will be
definitely stopped at the time of the effective date of the leasing contract.


TEC 10 (Rates of the
constant maturity date to 10 years): yield rates actuarial of a fictitious
value of which the duration of aims would be equal to 10 years, published by
the financial press.


TEC 10 reserved at the date
above planned will be the TEC 10 of Monday preceding the date of entry in
leasing.


It is expressly agreed
between the parties, that an endorsement to the present leasing contract will
be established after the determination of the final nominal rate according to
the expression which precedes and after the establishment of the final basis of
leasing.


A table showing the rents
resulting from the nominal rate stopped definitely will be appended to the
aforementioned endorsement.


The first rent will be paid the day of the effective date of the lease.


The rents will be paid by levy on the account of the LESSEE indicated
the highest under 5-.


Failing option for a
variable rate or a fixed rate within one month preceding the entry in leasing,
the LESSEE will supposed to have opted for a variable rate.


Substitution or
disappearance of the reference rates retained by the parties



 45
 






 



For the case where the rate above selected would
cease being published or disappears before the effective date of leasing,
variations will be established while referring at the rate intended to replace
that disappeared and by using the coefficients from connection established by a
competent authority.


Failing rate of replacement or coefficient of
connection, the parties will agree to substitute a weakening rate for another
rate of their choice.


Failing agreement, the rate of replacement will be
determined by two experts chosen by or appointed by mutual agreement office at
the request of the most diligent party by Mr. President of the Court of
Bankruptcy of PARIS.  In the event of
disagreement, these experts will have the faculty to take on a third expert to
decide between them. This third expert could still be appointed by the
President on simple request of the most diligent party.


The absence of the reference rate will not authorize
the LESSEE to delay the payment of rents. 
The latter will continue to be paid at the maturity date on the basis of
the last known rate, except immediate rectification on smoothed difficulty.


12
- TERMINATION AT THE REQUEST OF THE LESSEE (Title I, K)


The LESSEE has the faculty
to ask for the termination of the leasing contract starting from the end of the
seventh year which will follow its date of effect.


13
- RIGHT OF LEASE OR OPTION VAT (Title I, M)


The lessor declares to opt
for subjugation in the value-added tax, which is specifically accepted by the
LESSEE.


14
- AGREEMENT TO SELL (Title II, O)


Selling price, in case of
realization of the promise on the expiry date of the contract: one franc.


15
- LIFTING OF PRELIMINARY OPTION (Title II, P)


The LESSEE has the faculty
to acquire the rented property, from the end of the seventh year which will
follow the effective date of the present contract.


16
- INDEMNIFICATION AND PRICE OF REDEMPTION OF The BUILDING


a)
Indemnification in the event of termination:


1)
at the express request of the LESSEE: the amount of this indemnification will
be equal to half of the capital remaining due.


For the case where the lessee could not justify with the lessor of the
compliance certificate of the building, this allowance will be equal to the
three-quarters (3/4) capital remaining due.



 46
 






 



2)
at the request of the LESSEE, in the event of expropriation or of disaster: the
amount of this indemnification will be equal to the entirety of the remaining
capital owed.


3)
at the request of the lessor: the amount of this indemnification will be of the
entirety of the capital remaining due.


b)
Price of redemption due to the lifting of option either anticipated from
fixed date in paragraph 15 above or in case of disaster or expropriation:


The
amount of the price of redemption will be equal:


1/In
the event of rents with variable rate: with the capital remaining due at
the lifting of option (column 2 of the table of redemption) increased:


.6
% until the end of the tenth year,


.4
% of the eleventh at the end of the fourteenth year.


2/In
the event of rent with fixed rate: with the amount cumulated by the rents
remaining to run at the time of the preliminary redemption, increased by the
amount of the option to purchase, at the end of contract, the whole after
actualization of the sums on the basis of the contracted rate diminished by two
points.


The
contracted rate itself will be updated on the basis of the reference rate TCE
10 in force on the day of the lifting of option insofar as this reference rate
will be less than that in force on the day of the setting in rent.


c)
In addition to the indemnification of termination or price of anticipated
preliminary redemption from paragraphs a) and b) above:


The
LESSEE will have to discharge to the lessor of the whole of the indemnification
and contractual methods which could have been agreed to moreover.


17 - RATE OF THE POST MATURITY INTEREST (Title I, paragraphs I)


As
from the current liability, the lessor will apply the following rate:


 (TMM + 5) % Tax free per year.


(monthly
average of the medium rates balanced in euros TEMPE or EONIA).


The
TMM retained for the calculation of the aforementioned interests will be the
arithmetic medium of the 3 TMM published with the title of the months M-3 to
M-1, M being the month of current liability of the interest.


18
- COMMISSION Of STUDY AND ASSEMBLY


The commission of study and
assembly, fixed to F 55.000 Tax free (fifty five thousand francs tax-free) and
divided in the following way:



 47
 






 



 


	
   

  	
  ·
  NATIOCREDIMURES, leader

  	
  : F

  	
  30.000 Tax free

  
	
   

  	
  ·
  AUXICOMI

  	
  : F

  	
  15.000 Tax free

  
	
   

  	
  ·
  UCABAIL

  	
  : F

  	
  10.000 Tax free

  



 


was
regulated even before this day.


19 - MANAGEMENT CHARGES


The
lessor, for the duration of the contract of property leasing, will receive the
following expenses:


I / Expenses intended to
contractually cover expenses supported by the LESSOR during special events


	
   

  	
   

  	
  FRANCS

  Tax free

  	
   

  	
  EUROS

  Tax free

  	
   

  
	
  Management of a
  litigation related with construction or a disaster

  	
   

  	
  17 500,00

  	
   

  	
  2 667,80

  	
   

  
	
  Collection and
  management of a subsidy or an external loan

  	
   

  	
  12 500,00

  	
   

  	
  1 905,61

  	
   

  
	
  Request
  generating researches, provisioning of certificates and others

  	
   

  	
  500,00

  	
   

  	
  76,22

  	
   

  
	
  Expenses of
  revival on unpaid debts

  	
   

  	
  500,00

  	
   

  	
  76,22

  	
   

  
	
  Expenses of
  calculations for preliminary redemption

  	
   

  	
  1 500,00

  	
   

  	
  228,67

  	
   

  
	
  Lifting of
  preliminary option

  	
   

  	
  20 000,00

  	
   

  	
  3 048,98

  	
   

  
	
  Expenses of
  cession of the contract

  	
   

  	
  25 000,00

  	
   

  	
  3 811,23

  	
   

  
	
  Modification at the
  request of the LESSEE involving the establishment of an endorsement

  	
   

  	
  12 500,00

  	
   

  	
  1 905,61

  	
   

  



 


II - Expenses invoiced
annually


	
   

  	
   

  	
  FRANCS

  Tax free

  	
   

  	
  EUROS

  Tax free

  	
   

  
	
  Management of
  rents and expenses of a construction lease

  	
   

  	
  Without
  Object

  	
   

  	
  Without
  Object

  	
   

  
	
  Management of levies
  and taxes

  	
   

  	
  1 300,00

  	
   

  	
  198,18

  	
   

  



 



 48
 






 



All these expenses will be indexed on the variation
of the national index of the cost of construction established by the National
Institute of Statistics and the Economic Studies on the basis of 100 in the
fourth quarter 1953; the reference index taken into consideration is that of
the second quarter 1997, that is to say 1060.


The index of comparison being used for calculation
of the expenses will be the last index published at the time of invoicing; in
any event, the index of comparison will not be less than the reference index
indicated above.


These sums, as well as all others due for the
present contract, will be taken directly by the LESSOR on the bank account of
the LESSEE.


20 – Undivided Guarantee


In
this place,


Mr. François Marius
TOURNIAIRE, Leader of the company, spouse in first wedding of Mrs. Françoise
Jacqueline Georgette PELISSARD, domiciled in APT (Vaucluse), Impasse de
Rimayon,


Born
in ALGIERS (Algeria), on June 6th, 1939,


Married, under the
conventional regime of the separation of property pure and simple, according to
its marriage contract received by Master Paul BONNET, then notary in ALGIERS
(Algeria), on March 31st, 1961, prior to its union celebrated in the town hall
of ALGIERS, on April 4th, 1961; with which marriage settlement was not modified
since, so declared.


Hereafter
called “the guarantee”.


After having acquainted with what precedes, declares
to contract with regard to the LESSOR, an indivisible and joint deposit, in
guarantee of the good end of the commitments signed by the Company LESSEE, as
the present leasing contract, the whole in the terms hereafter:


I
- Range of commitment


The present commitment obliges the guarantee, on all
its personal properties and buildings, present and to come, to pay to the
LESSOR what will be guaranteed owed to him if the latter could not face its
obligations for an unspecified reason.


It is united, that is it involves for the guarantee
a renunciation for the benefits of discussion and division.


By abandoning for the benefit of discussion, the
guarantee agrees to



 49
 






 



pay the LESSOR without being able to demand of this
one which it continues beforehand guaranteed.


The renunciation for the benefit of division means
that on the assumption that several persons would have gone guarantees of the
guaranteed, the LESSOR will be able to demand from any one of them, the entire
payment of what will be due to him by the guaranteed.


II - Guaranteed Obligations


This joint guarantee applies to the payment or refund
of all sums, whatever is the amount, that the guaranteed above indicated can or
will be owed to the LESSOR, in principal, interests, expenses and attachments,
so much with the title of the period determined within the framework of the
Preliminary Conventions and for the duration to run as from the effective date
of the leasing contract which will be the continuation.


Nevertheless, this commitment of guarantee will not
cover the aforementioned obligations, which height of the payment of a sum
equal to FIVE MILLION FOUR HUNDRED AND FORTY EIGHT THOUSAND FRANCS (5.448.000
Francs), and this, for the duration of the contract.


The guarantee consequently declares to have
acquainted with the present leasing contract notably with regard to the amount,
the duration, methods of payment of the rents, indemnification, damages likely
to be due by virtue of the Special and General Conditions of the aforementioned
conventions, the clauses of normal or preliminary current liability.


All these provisions are applicable under the same
conditions to the guarantee which accepts them expressly.


III - Suspension - Recourse of the LESSOR


a) The guarantee will not be
able to be claimed released until after complete payment to the LESSOR of all
sums that can be due to the latter in principal, interests, commissions,
expenses and attachments unspecified under the obligation above and within the
limit above defined.


b) The modification or the
disappearance of the bonds or the other reports in fact or right likely to
exist between the guarantee and the guaranteed will not carry with it the
release of the guarantee.



 50
 






 



IV – Exercises of the
recourse of the guarantee


The guarantee renounces to
prevail itself:


a) provisions of article
2039 of the Civil code which, without discharging the guarantee of its
commitment, authorizes it to continue the guarantee to force it with the
payment in the case of terms of payment granted to it by the creditor,
beneficiary of commitment.


Because of this, if the
guaranteed obtains the same delays of the LESSOR, the guarantee, which remains
held, will not be able to continue the guaranteed before the expiration of
these delays.


b) Of all subrogations, of
all personal or other actions which would have as result to send for the
guarantee in competition with the LESSOR, so long as the latter will not have
been satisfied of the entirety of the sums in principal, interests,
commissions, expenses and attachments which will be due to him.


It will be as well there as
the guarantee frees itself partly or completely of its obligations and at the
same time as this present commitment would be of a lower amount to sums owed by
the guaranteed to the LESSOR.


V – Current Liability


The guarantee will be held
to comply as soon as the obligations of the guaranteed with regard to the
LESSOR will become payable, this by anticipation for whatever reason it may be.


VI - Information


The guarantee intends to
follow personally the situation of the guaranteed and exempts the LESSOR of any
opinion of extension or nonpayment.


The LESSOR will not be
required to inform the guarantee of the events which could affect the financial
or legal standing of the guaranteed or of another guarantee, such as death of
an individual or dissolution of a legal entity. It will not be required to
inform the guarantee of any decision of another guarantee to put an end to its
commitment.



 51
 






 



VII - Consequences
regarding the persons coming to rights and obligations of the guarantee


There will be solidarity and
indivisibility between every persons coming to rights and obligations of the
guarantee, which will be held under the same conditions as this one.


Consequently, the LESSOR
will be able to claim the entirety of the sums covered by the present guarantee
at any of these persons, without which a division of its recourse can be
imposed on the LESSOR.


VIII - Cession of the
leasing contract


The guarantee obliges,
moreover, to maintain its joint commitment in the event of cession of leasing,
this commitment also remaining in case of successive cessions in thirds.


The stipulations which
precede, apply to all cases of cession whatever form it is, as in the provision
of the right to leasing in any Company in whatever form it is, that this
provision is made to a new Company or to a pre-existing Company.


IX – Autonomy of this
guarantee


The present guarantee does
not affect and will be able to affect in any way the nature and the extent of
any commitments and of any guarantees, real or personal, which could or could
be contracted or provided either by the guarantee, or by any third, and to
which it is added and will be added.


21
– “KEY-MAN” INSURANCE


To the guarantee of the
execution of the obligations resulting from the present, and this for the
duration of the leasing contract, the company LABORATOIRES EUROSILICONE, LESSEE
in presents, has adhered on the head, knowledge:


a)
of Mrs. Senaz NAMOOYA, Director of production, residing in GARGAS (Vaucluse),
district of Les Billiards, Impasse des Amandiers, spouse of Mr. Bruno Gérard
Jean FALQUERHO.


Born
in PORT LOUIS (Island of Maurice), on March 23rd, 1958,


Married under the mode of
the separation of property according to its marriage contract prior to its
union celebrated in the town hall of CERGY PONTOISE (Val d’Oise), on March
21st, 1998.



 52
 






 



b)
of Mr. Jacques Maurice Marius TOURNIAIRE, Insurance Manager of credit and
purchase, residing in SAIGNON (Vaucluse), district of Pierrefiche, an unmarried
person.


Born
in ALGIERS (Algeria), on March 13th, 1963.


 


c)
of Mr. Michel André Marius TOURNIAIRE. Administrative Director,


residing
in APT (Vaucluse), 197 way of Imbardes, spouse of Mrs. Elizabeth Annie
Ghislaine DUHAMEL.


Born in NICE (Maritime
Alps), on March 31st, 1965,


Married under the mode of
separation of property according to its marriage contract received by Mr.
JAFFARY, aforementioned notary, on August 24th, 1999 prior to its union
celebrated in the town hall of APT, on September 3rd, 1999.


d)
and of Mr. Olivier François Marius TOURNIAIRE, commercial attaché, residing in
APT (Vaucluse), district of La Peyrière, an unmarried person.


Born in NICE (Alpes
Maritime), on October 4th, 1971.


Knowledge:


1/ In the contract of
insurance « KEY-MAN OPTION 1 » signed to the company GAN INSURANCE.


This insurance thus
subscribed will guarantee in case of death or absolute and final disability of
Mr. Jacques TOURNIAIRE (contract No. 01894436 U/3) and of Mr. Olivier
TOURNIAIRE (contract No. 01894435 S/3), a capital equal to THREE MILLION FRANCS
(3.000.000) minimum on each of them.


2/ And in convention RENEWAL
No. 10897 signed to the company QUATREM having its headquarters in PARIS (9th), 45/47 Le Peletier Road.


This insurance thus
subscribed will guarantee, knowledge:


·      in
the event of death, only, of Mrs. FALQUERHO Senaz, a capital equal to THREE
MILLION FRANCS (3.000.000 francs) minimum;


·      and
in the event of death, only, of Mr. Michel TOURNIARE, a capital of TWO MILLION
EIGHT HUNDRED THOUSAND FRANCS (2.800.000 Francs) minimum.


Together for convention
RENEWAL No. 10897 so signed on the heads of Mrs. FALQUERHO and Mr. MICHEL
TOURNIAIRE, the LESSEE commits itself to delegate the aforementioned
conventions in favor of the LESSOR within 15 days deadline as from the present.
It is also agreed between the parties that all disbursement relating to the
work will not be carried out by the LESSOR only after justification of the
delegation of the aforesaid conventions to his profit.


If the LESSOR comes to cash
the amount of the insurance policies, this will be firstly affected:



 53
 






 



·                   with the payment with due competition of the
acquisition price in the event of preliminary option or not,


·                   with the payment of the indemnification of
termination or resolution of the leasing contract,


·                   with the payment of the expired rents and all
sums that can be due by the LESSEE to the LESSOR with the expiry of leasing,
either by arrival of it in its conventional term, or by anticipation;


Failing this, it will be
reimbursed to the
LESSEE and this after final liquidation of all the accounts relating to the
present or, in keeping with the associates or the members of the Board of
Directors, within the framework of SA, with the heirs to ensure the
conventional scratch date of leasing.


The indemnification that can
be kept to guarantee the good execution by the LESSEE of all obligations of the
leasing contract, will have to be remunerated by the LESSOR with the monthly
average rate of the money market, except contrary legal or lawful provisions.
This remuneration will have to be annually paid to the LESSEE by the LESSOR.


22
– Guarantee conferred by the Company SOFARIS


In the guarantee of the
execution of all conditions and obligations of the present leasing contract,
the LESSOR solicited and acquired on August 28th, 2000, under the number SME
00.193770.C from the Company SOFARIS, « FRENCH COMPANY OF GUARANTEE OF THE
FINANCING OF SMALL AND MEDIUM ENTERPRISES », having its head office at MAISONS
ALFORT (Val de Marne) 27/31, Général Leclerc Avenue, one counter guarantee in
risk at the level of 30 % on the amount of intervention of FIFTEEN MILLION
FRANCS (15.000.000  Francs).


It is added that the SOFARIS
Company extended the usage delay of its guarantee until April 28th, 2001, as
well as it results from a mail in date to MARSEILLE, of March 5th, 2001.


The notice of guarantee of
August 28th, 2000 as well as a copy of the above letter of March 5th, 2001
presents after mention will remain joined and appended to the minute of
presents hereafter mentioned.


This counter guarantee was
granted to the LESSOR provided that the following conditions are fulfilled by
the LESSEE:


· By exemption to article 7 of the general conditions
appearing on the back, the guarantee of SOFARIS could not be brought into 



 54
 






 



play if the opening of a procedure of rectification or
bankruptcy, or the decline of the term of guaranteed competition intervenes
within 9 months as from the date of provision of funds.


· Security of the
leasing contract.


· joint guarantee
of Mr. François TOURNIAIRE, restricted at the level of two years of rents
T.T.C.


· Subscription by Mrs. FALQUEHO SENAZ, Misters Jacques,
Michel and OLIVIER TOURNIAIRE of an insurance “KEY-MAN” to a height of an
amount minimum of 3.000.000 Francs for each person.


The
LESSEE will have to respect all conditions imposed above by the Company SOFARIS
so that guarantee conferred by the aforementioned Company can be maintained for
the duration of the leasing contract.


The
premiums required by the Company SOFARIS will be taken directly on the account
of the LESSEE whose references appear above.


In
case of repayment before the due date of the leasing contract, half of the
commissions of the Company SOFARIS remaining to be run according to the initial
schedule of due dates becomes immediately owed.


In
case of inexecution of one or the other of the conditions above, involving the
withdrawal by the Company of the guarantee thus conferred, the present leasing
contract could be cancelled purely and simply at first request of the LESSOR
under the conditions envisioned in Article L of the present contract.


23
– Security of the leasing contract


To the guarantee of the
payment of the rent and the refund of all sums placed payable by the LESSEE
according to terms of the present, and more generally the execution of all
obligations payable by the LESSEE, this last gives in pledge and security to
the LESSOR, who accepts, the intangible elements resulting to the advantage of
the LESSEE of the present leasing contract, together the right to leasing and
benefit of the promise of sale without exception or reservation.


By means of this security,
the LESSOR will have and exercise over the different elements of the leasing
contract all rights, actions and privileges conferred by Law to the affluent
creditors.


In compliance of the article
2076 of the Civil code, the effectiveness of the privilege resulting from
conferred security, will be assured in the following way.


·                  The parties request the substitute notary to
deliver an authentic copy of the present act, this authentic copy will carry
the mention “special and unique authentic copy subjected to the
security contained in this act” which will be given to the LESSOR.



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·                  The
LESSEE promises to ask for no other authentic copy of the present act.


This stipulation would not
however stand in the way of the deliverance of the executable copy to the
LESSOR.


24
- Mandate of management


The representatives of the
Company (AUXICOMI and UCABAIL IMMOBILIER, give mandate by these presents to the
Company NATIOCREDIMURS for the duration of the present leasing, with intent to
perform any operations of administration and management relating to the
aforementioned leasing and notably:


·                   to manage the value-added tax relative to the
present operation;


·                   to cash all sums with the title of pre-rents,
as rents or other charges, extraordinary or ordinary expenses, indemnification
of termination, resolution, selling prices, contributions and taxes, etc..


·                   to divide between the LESSOR cashed sums and
expenses to be carried out in the proportions specified above; 


·                   to exercise and carry out all prerogatives
reserved for the LESSOR, and in general make all that it will consider
necessary or useful for the good course of the operation governed by the
present contract.


 


The representative of the
Company NATIOCREDIMURS, as, accepts specifically the mandate so conferred on
the Company which it represents.


The LESSEE takes note of
conventions above and obliges himself to overturn to the Company
NATIOCREDIMURS, all sums that he will be called to overturn to the LESSOR to
whatever title it is, by virtue of the present leasing, to notify at any
request of termination or resolution of present leasing as to notify him every
cession or provision in company of the right to the present leasing.



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TITLE IV


OTHER PROVISIONS


S - Publication
- Powers


The
present conventions of leasing will be published in the second Office of the
Mortgages of AVIGNON, by application of the provisions of the 1st article - 3
of the Law No. 66-455 of July 2nd, 1966, modified and supplemented by Ordinance
No. 67-837 of September 28th, 1967, according to modalities laid down by
article 10 of the Decree No. 72-665 of July 4th, 1972.


For
the accomplishment of formalities of land advertising, the parties acting in a
common interest, give all powers necessary to any Clerk of the Professional
Civil Company “DOMINIQUE PERINNE, Bernard MERLAND, Bruno de LAPASSE, Notaries”,
holder of a Notarial office in PARIS (8th)
4, street of Berri,


For
the purpose to establish and sign any modifying acts, correction or
supplementary acts of presents, in order to put these in accordance with the
mortgage and cadastral documents and of the registry office.


They
give any powers, as needed, to the holder of an authentic copy or an extract of
presents, to carry out formalities envisioned by Law, Ordinance and Decree
above mentioned.


T - Declarations


Comparing,
each one in what concerns it declares:


· that the Company which it represents is a
French company having its office in France,


· that it is not the subject of any action in
nonentity or in dissolution,


· that it is not and was never in a state of
suspension of payment and was not the subject of any of the provisions
envisioned in Law No. 67-563 of July 13th, 1967 on the bankruptcy proceedings,
compulsory liquidation, personal bankruptcy,


· that it was not the subject of any of the
provisions prescribed by Law No. 85-98 of January 25th, 1985 and the Decree No.
85-1387 of December 27th, 1985 on the recovery and the judicial liquidation of
the businesses.


· that generally, it is not in a situation or
subjected to an unspecified measure likely to restrict its capacity or its
powers.


· and that the LESSOR and the LESSEE did not
receive any notification tending of the present conventions in the
dispossession of the BUILDING.



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U - Declaratory obligations


To
satisfy the obligations envisioned by the Decree No. 95-617 of May 6th, 1995,
taken in accordance with article 57 of the Law No. 95-115 of February 4th, 1995
of Orientation to for the Installation and the Development of the Territory,
the LESSOR will deliver the following parts to the LESSEE:


· a state recapitulating the GENERAL
CONDITIONS,


· a table showing, for each rents, the quota
of this last taken into account for the fixing of the possible delivery price
of the building at the end of the contract.


V - It is still reminded and declared what follows by the parties


1)
For the calculation of the expenses


That
the amount of the investment of the LESSOR for the realization of the present
operation of leasing is evaluated at FIFTEEN MILLION FRANCS TAX FREE
(15.000.000 Francs Tax free), that is SEVENTEEN MILLION NINE HUNDRED FORTY
THOUSAND FRANCS INCLUDING ALL TAXES (17.940.000 Francs).


2)
For the calculation of the Land advertising tax


· that the cumulated amount of the rents for
the duration of the lease is evaluated at the sum of TWENTY MILLION NINE
HUNDRED SEVENTY SIX THOUSAND NINE HUNDRED FIFTY THREE FRANCS (20.976.953 Frs)
tax-free,


· that the extraordinary expenses are
evaluated at TEN THOUSAND FRANCS (10 000 Frs).


For
a building rented for a period of more than 12 years, the basis of the tax of
land advertising calculated on the cumulated amount of the tax-free rents
above, will be reduced by the amount of the quota of rents corresponding to
interest charges paid by the LESSEE with the title of the present contract.


This
quota of the rents is estimated for the present contract at the sum of FIVE
MILLION NINE HUNDRED SEVENTY SIX THOUSAND NINE HUNDRED FIFTY FOUR FRANCS
(5.976.954 Frs), so that the basis of the appreciated tax as it is mentioned
above, comes to FIFTEEN MILLION NINE THOUSAND NINE HUNDRED NNETY NINE FRANCS
(15.009.999 Frs).


3)
For the calculation of the Wages of the Conservative


That
the cumulated amount of the rents, all inclusive of tax comes to the sum of
TWENTY FIVE MILLION NINETY EIGHT THOUSAND FOUR HUNDRED



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THIRTY
FOUR FRANCS AND SEVENTY NINE CENTS (25.098.434,79 Frs).


4)
Finally:


· that the price for which the agreement to
sell at the end of THE contract, is evaluated in the sum of One Franc,


· that the value of the land is SIX HUNDRED
AND SEVENTY THREE THOUSAND FRANCS (673.000 Francs).


W - Residence


For
the execution of the presents and their continuations, the parties elect
residence in their respective head office.


All
acts of execution and others will validly be meant in this elected residence,
even in the event of cession of the present lease, and this, notwithstanding
the authorization or the intervention of the LESSOR to the act.


X - Attribution of jurisdiction


It
is made, by common consent between the parties, in the case of need,
attribution of jurisdiction in the Courts of competent jurisdiction of PARIS.



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Y - Expenses


All
expenses, rights and fees of presents and all those which will be the
continuation or the consequence, as well as the cost of the executable copy
returning to the LESSOR, will be the responsibility of the LESSEE who obliges
to it.


OF WHICH ACT


Established
on sixty pages.


And
reading made, the parties signed the present act with the undersigned Notary,
in dates and place indicated, which act will carried to the repertory of the
substituting Notary and the substituted Notary and will remain in the minutes
of this last.


Signatures
follow.


In
margin the mention is:


“REGISTERED in PARIS (8TH) TAX OFFICE OF ROULE-ARTOIS


“April 6th, 2001 Folio 17


“Form NO. 126


“Case 3


“Receipt: FIVE HUNDRED FRANCS


“Signed:
Illegibly”


Follows
the content of the Annexes on which appears mention:


Annexed
to the minute of an act received by the Associated Notary in APT (Vaucluse),
undersigned, Signed the 8th of March 2001: Jacques
JAFFARY



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