Exhibit
10.8


 


Free English Translation


 


LEASE EXECUTED AND ENTERED INTO
BY RACINE, S.A. DE C.V., HEREBY REPRESENTED BY MR. SERGIO SILBERSTEIN ZYMAN (“LESSOR”)
AND “FORESTAL, TERRANOVA MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY MR.
EDUARDO ANDRES FERRETTI RODRIGUEZ (“LESSEE”) IN ACCORDANCE WITH THE FOLLOWING:


 


REPRESENTATIONS


 


1.- LESSOR REPRESENTS:


 


A)- WHEREAS LESSOR IS A COMPANY ORGANIZED IN
ACCORDANCE WITH DEED NO. 4371 NOTARIZED BY NOTARY PUBLIC NO. 60 OF AND FOR THE
FEDERAL DISTRICT, MR. FRANCISCO DE P. MORALES DIAZ, HEREBY REPRESENTED BY MR.
SERGIO SILBERSTEIN ZYMAN, MEXICAN, WITH FULL POWERS TO BIND HIMSELF IN THE
TERMS HEREOF AND HAVING HIS DOMICILE IN JUAN RECINE 112-A, COLONIA LOS MORALES,
MEXICO, DISTRITO FEDERAL.


 


B)- WHEREAS LESSOR IS THE OWNER OF THE
BUILDING LOCATED IN JUAN RACINE 112, COLONIA LOS MORALES, MEXICO, DISTRITO
FEDERAL.


 


C)- WHEREAS IT IS LESSOR’S DESIRE TO LEASE
ONLY 271.00 M2 LOCATED IN THE FIRST FLOOR, AS WELL AS FIVE PARKING SPACES OF
THE OFFICE BUILDING LOCATED IN JUAN RACINE 112, COLONIA LOS MORALES, MEXICO,
DISTRITO FEDERAL.


 


II.- LESSEE REPRESENTS:


 


A)- WHEREAS LESSEE IS A COMPANY ORGANIZED IN
ACCORDANCE WITH DEED NO. 64,899 DATED DECEMBER 17 NINETEEN NINETY-EIGHT,
NOTARIZED BY NOTARY PUBLIC NO. 103, MR. ARMANDO GALVEZ PEREZ ARAGON.


 


B)- WHEREAS MR. EDUARDO ANDRES FERRETTI
RODRIGUEZ REPRESENTS BEING THE ATTORNEY-IN-FACT OF LESSEE WITH ALL NECESSARY
POWERS TO ATTEND THE EXECUTION HEREOF IN ACCORDANCE WITH DEED NUMBER 64,899
DATED DECEMBER SEVENTEEN NINETEEN NINETY-EIGHT.


 


C)- WHEREAS LESSEE PERFECTLY KNOWS THE 271.00-M2
AREA LOCATED ON THE FIRST FLOOR, AND FIVE PARKING SPACES. THEREFORE, LESSEE IS
INTERESTED IN LEASING SAME FROM THE OFFICES IN CONDOMINIUM LOCATED IN JUAN
RACINE 112, COLONIA LOS MORALES, MEXICO, DISTRITO FEDERAL.


 


[Illegible
signature]


 


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IN WITNESS WHEREOF THE PARTIES HERETO SET
FORTH THE FOLLOWING:


 


CLAUSES


 


FIRST.- PURPOSE


 


LESSOR GIVES
IN LEASE AND LESSEE RECEIVES IN LEASE THE TEMPORARY USE AND ENJOYMENT OF 271.00
M2 OF THE FIRST FLOOR AND FIVE PARKING SPACES FROM THE OFFICES IN CONDOMINIUM
LOCATED IN JUAN RACINE 112, COLONIA LOS MORALES, MEXICO, DISTRITO FEDERAL.


 


THE RENT OF
THE 271.00 M2 OF THE FIRST FLOOR, AS WELL AS THE FIVE PARKING SPACES FROM THE
OFFICES IN CONDOMINIUM LOCATED IN JUAN RACINE 112, COLONIA LOS MORALES, MEXICO,
DISTRITO FEDERAL SHALL BE AD CORPUS IN ACCORDANCE WITH THE PHYSICAL CONDITIONS
OBSERVED PRIOR TO SIGNATURE HEREOF AND WHICH SHALL BE THE RESPONSIBILITY OF
LESSEE.


 


SECOND.- TERM


 


THE LEASE TERM
IS TWO COMPULSORY YEARS FOR BOTH PARTIES. THIS TERM STARTS ON THE FIRST OF APRIL OF
THE YEAR TWO THOUSAND AND ONE AND ENDS THE THIRTY-FIRST OF MARCH OF THE
YEAR TWO THOUSAND AND THREE.


 


THE ABOVE TERM
SHALL GRANT AN OPTION FOR EXTENSION FOR AN EQUAL PERIOD, PRIOR ACQUIESCENCE BY
THE PARTIES, IF “FORESTAL TERRANOVA MEXICO, S.A. DE C.V., HEREBY REPRESENTED BY
MR. EDUARDO ANDRES FERRETTI RODRIGUEZ, SO REQUIRES.


 


THIRD.- RENT


 


LESSEE SHALL PAY LESSOR IN THE DOMICILE OF
LESSOR’S ADMINISTRATOR IN BOSQUE DE DURAZNOS 75-804, COL. BOSQUES DE LAS LOMAS,
MEXICO D.F. C.P. 11700, OR THE DOMICILE SUBSEQUENTLY APPOINTED IN WRITING BY
LESSOR, FOR MONTHLY RENT OF 271.00 M2, LOCATED ON THE FIRST FLOOR OF THE OFFICE
BUILDING IN JUAN RACINE 112, SUBJECT MATTER HEREOF, THE AMOUNT OF THIRTY-SIX THOUSAND EIGHT HUNDRED SEVENTY-SEVEN PESOS 68/100
($36,877.68) A MONTH PLUS VALUE ADDED TAX.


 


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PAYMENT OF RENT SHALL BE MADE MONTHLY AND
PAYABLE IN ADVANCED INSTALLMENTS WITHIN THE FIRST TEN (10) DAYS OF THE
MONTH. RENT SHALL BE APPLICABLE EVEN IF THE PREMISES ARE OCCUPIED FOR TERMS
INFERIOR TO ONE MONTH. CONSEQUENTLY, WITHOUT PREJUDICE OF THE DATE OF VACATION
OF PREMISES BY LESSEE, RENT SHALL BE PAID FOR THE FULL MONTH.


 


IN THE EVENT OF FAILURE TO PAY MONTHLY RENT
BY LESSEE WITHIN THE TERM ABOVE, LESSEE UNDERTAKES TO PAY LESSOR A MONTHLY
INTEREST EQUAL TO THE AWC AS PUBLISHED BY BANCO DE MEXICO, PLUS 10 POINTS ON
THE AMOUNT OF ALL OVERDUE MONTHLY PAYMENTS.


 


THE MONTHLY RENT TO BE PAID BY LESSEE TO
LESSOR SHALL INCREASE ON A SEMI-ANNUAL BASIS IN ACCORDANCE WITH THE PERCENTAGE
YIELDED BY THE AMENDMENT OF THE DOMESTIC CONSUMER PRICE INDEX ISSUED BY BANCO
DE MEXICO


 


FOURTH.- VALUE ADDED TAX


 


LESSEE SHALL FULLY PAY THE VALUE ADDED TAX
ACCORDING TO THE RENT HIRED AND DESCRIBED IN CLAUSE THREE OR, OTHERWISE, THAT
REPLACING THE SAME; PROVIDED, HOWEVER, THAT SAID TAX IS IN ACCORDANCE WITH THE
LAW ON ACCOUNT OF LESSEE.


 


FIFTH.- SUBLETTING


 


THE PREMISES ARE GRANTED FOR EXCLUSIVE OFFICE
USE. LESSEE IS HEREBY EMPOWERED TO FULLY OR PARTIALLY SUBLET THE PREMISES
SUBJECT MATTER HEREOF, PRIOR APPROVAL IN WRITING BY LESSOR, THIS IN THE
INTELLIGENCE THAT THE SUBLETTING TERM SHALL NOT EXCEED THE TERM HEREOF.
FURTHERMORE, LESSEE SHALL BE RESPONSIBLE TO LESSOR AS IF LESSEE USED AND
ENJOYED THE SUBLET PROPERTY HIMSELF.


 


MOREOVER, IN EXECUTION OF THE SUBLETTING
AGREEMENT, SUBLESSEE SHALL BE BOUND UNDER THE SAME TERMS AND CONDITIONS AS
LESSEE.


 


SIXTH. – ALTERATIONS


 


IN ORDER FOR THE LEASED PREMISES TO COMPLY WITH
ALL REQUIREMENTS OF LESSEE’S OPERATIONS, LESSOR HEREBY AUTHORIZES LESSEE TO
CARRY OUT ALL ALTERATIONS, CONDITIONING AND INSTALLATIONS AS NECESSARY;
PROVIDED, HOWEVER, THAT NO VARIATIONS AFFECTING THE STRUCTURE OR FAÇADE OF THE
BUILDING - OR THE GENERAL OPERATION OF THE SAME – ARE MADE. LESSEE SHALL
FURTHER BE EMPOWERED TO REMOVE OR LEAVE THE SAME IN BENEFIT OF THE PROPERTY IF
ACCEPTED BY LESSOR UPON VACATING SAID PREMISES. IF REJECTION OF THE ABOVE,
LESSEE SHALL BE BOUND TO RETURN THE PREMISES TO THE SAME CONDITION AS RECEIVED,
EXCEPT FOR NORMAL WEAR AND TEAR. LESSOR SHALL ALSO PROVIDE CLEANING AND ALL
ELEVATORS, LOBBY, STAIR AND COMMON AREA SERVICES.


 


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LESSEE SHALL HIRE AND PAY FOR – ON LESSEE’S
OWN ACCOUNT – ALL ELECTRICITY OF THE LEASED PROPERTY.


 


ALL REAL PROPERTY TAX ACCRUED BY THE LEASE
PROPERTY SHALL BE ON ACCOUNT OF LESSOR.


 


SEVENTH. – REPAIRS


 


IT IS AGREED
THAT LESSEE SHALL BE RESPONSIBLE FOR ALL REPAIRS CAUSED BY INSTALLATION WORKS
PERFORMED IN THE LEASED PREMISES AND ALL THOSE DERIVED FROM THE USE OF SAME.


 


EIGHTH. – FORCE MAJEURE


 


IN CASE OF ACT
OF GOD OR FORCE MAJEUR, LESSOR MAY RESCIND THIS AGREEMENT, WITHOUT ANY
RESPONSIBILITY WHATSOEVER.


 


NINTH .– RESCISSION


 


LESSOR IS HEREBY EMPOWERED TO RESCIND THIS
AGREEMENT UPON OCCURRENCE OF ANY OF THE FOLLOWING:


 


A)          NONCOMPLIANCE
WITH PAYMENT OF TWO AGREED-UPON CONSECUTIVE MONTHLY PAYMENTS.


 


B)            NON-AUTHORIZED
USE OF THE PREMISES.


 


C)            ALL
OTHER PROVISIONS SET FORTH BY THE LAWS APPLICABLE HERETO.


 


D)           NONCOMPLIANCE
WITH THE BOND HEREBY REQUESTED.


 


TENTH. – EARLY TERMINATION:


 


IF LESSEE SHOULD WISH TO EARLY TERMINATE THIS
LEASE, LESSEE SHALL PROVIDE NOTIFICATION IN WRITING UPON A 60-DAY (SIXTY)
NOTICE (ACKNOWLEDGMENT BY LESSOR), PAYING 
A CONTRACTUAL PENALTY EQUAL TO ONE MONTHLY RENT AT THE MOMENT OF
VACATING THE PREMISES.


 


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FOURTEENTH. – JURISDICTION:


 


FOR ALL
MATTERS ASSOCIATED WITH THE CONSTRUCTION HEREOF AND COMPLIANCE HEREWITH, THE
PARTIES EXPRESSLY SUBMIT THEMSELVES TO THE JURISDICTION OF THE COURTS OF MEXICO
CITY, FEDERAL DISTRICT. THESE COURTS SHALL HAVE THE EXCLUSIVE COMPETENCY TO
HEAR ANY TRIALS OR CLAIMS DERIVED HEREFROM. ALSO, THE PARTIES HEREBY WAIVE ANY
OTHER JURISDICTION THAT MAY CORRESPOND TO THEM BY REASON OF THEIR CURRENT
OR FUTURE DOMICILE.


 


THE PARTIES, HAVING LEARNT OF THE SCOPE,
EFFECTS AND LEGAL FORCE OF THE CONTENTS HEREOF, SIGN THE SAME AT THE MARGIN OF
EACH AND ALL PAGES, EXCEPT FOR THIS PAGE, WHERE THE PARTIES SHALL SIGN AT THE
BOTTOM. EXECUTED IN MEXICO CITY, FEDERAL DISTRICT, ON THE SECOND OF MARCH OF
THE YEAR TWO THOUSAND AND ONE.


 


	
  “LESSOR”

  	
  “LESSEE”

  
	
   

  	
   

  
	
  RACINE, S.A. DE C.V.

  	
  FORESTAL TERRANOVA MEXICO,

  
	
  TAXPAYER ID RAC-790806-K14

  	
  S.A. DE C.V.

  
	
   

  	
  TAXPAYER ID FTM 981218 7VA

  
	
   

  	
   

  
	
  [signature]

  	
  [signature]

  
	
  MR

  	
  MR

  
	
  SERGIO SILBERSTEIN ZYMAN

  	
  EDUARDO ANDRES FERRETTI
  RODRIGUEZ

  



 


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