Exhibit
  4.28

Confidential
  Materials omitted and filed separately
  with the Securities and Exchange Commission. Asterisks denote omissions.

REAL
  - ESTATE LEASING CONTRACT

No. 181  61 4875

MoTo Objekt CAMPEON GmbH & Co. KG, Düsseldorf- The Lessor -

Infineon Technologies AG, Munich



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Preamble:

The Lessor and the
    Lesseeintend
    that the complete contract, and thus the subject of the leasing contract,
    be classified as an "operating lease" in accordance with US GAAP. The anticipated
    payments to be made by the Lessee after the start of the lease will therefore
    be calculated so that the [**] of all payments to be incorporated into the
    [**] in accordance with the provisions of US GAAP, discounted at the lower
    of (i) [**], or (ii) [**] to be used as the basis [**]. The basic [**] will
    be the lower value of (i) [**], or (ii) [**].


|I. | Subject of
    the leasing contract:
|-- | ------------------------------------

Office, administrative,
    and research buildings in the form of a campus detached-building development
    in accordance with the basis of the order specifying the subject of the leasing
    contract, that is to say the general building contractor/general contractor
contract with its documents / annexes (not including installations and fittings).


|With a tract
      of land of about 550,000 square meters of the building lease still to be
      parceled out: | Probable                        |  | Gross             
|--------------------------------------------------------------------------------------------------------------- | ------------------------------- |  | ------------------
|In
      Neubiberg                                                                                              | use
      of the building:      |  | floor
      space:
|                                                                                                                |                                 |  |                   
|Land register designation:                                                                                      |                                 |  | m2                
|Land register for
      building leases of the                                                                  | Module
      A                  |  | 24,747            
|Munich
      District Court                                                                                     | Module
      B                  |  | 23,201            
|of Unterbiberg                                                                                                  | Module
      C                  |  | 22,948            
|Sheet 9578                                                                                                      | Module
      D                  |  | 18,392            
|Plots 70 / 10, 70
      and 69                                                                                  | Module
      E                  |  | 27,755            
|                                                                                                                | Module
      F                  |  | 21,467            
|Size: 620,356 m2                                                                                                |                                 |  |                   
|                                                                                                                | Usable
      space in basements |  | 9,563             
|                                                                                                                | Subletting:                     |  | 0
      m2        
|                                                                                                                | Total
      approx:             |  | 148,073
      m2  
|                                                                                                                |                                 |  |                   
|                                                                                                                |                                 |  |                   
|                                                                                                                | Parking
      spaces            |  | 1980              



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|II. | Total period
    of the lease: 20 years                      |                  
|--- | ------------------------------------------------------------ | -----------------
|    | (of which the first leasing period: 15 years)                |                  
|    |                                                              |                  
|    | Date when the overall leasing period is expected to start:   | December 1, 2005 
|    | Date when the first leasing period is expected to end:       | November 30, 2020
|    | Date
    when the overall leasing period is expected to end: | November 30, 2025

|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|III. | Payments to be
      made by the Lessee:                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|1.   | The payments to
        be made
by the Lessee have three components. These are:                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|•    | administrative costs
        in
accordance with subsection 7                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|•    | incidental expenses
        in accordance with Articles 4.6 and 5 of this contract in conjunction
    with Annex 1 to this contract                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                            
|•    | rental payments
        in accordance with Supplementary Agreement No. 1 to this contract, whereby
        the basis for calculating the payments to be made by the Lessee in accordance
        with subsection 5 is the total investment costs in accordance with Article
        2.1 of this contract,
but with an upper limit in each case  subject to what is set out in subsection
2  of [**] euros

| |                |                |  |     
| | -------------- | -------------- |  | ----
| |                |                |  |     
| | Of this        | in
      euros |  |     
| | Real estate    |                |  | [**]
| | Module A       |                |  | [**]
| | Module B       |                |  | [**]
| | Module
      C |                |  | [**]
| | Module D       |                |  | [**]
| | Module E       |                |  | [**]
| | Module F       |                |  | [**]
| | Miscellaneous  |                |  | [**]

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The upper limit
        for the total investment costs of [**] euros mentioned in subsection
        1 will be deemed to be fixed unless there are increases in costs over
        and above this amount as
a result of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|–  | change requests
    submitted by the Lessee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|–  | within the context
        of the building contract to be concluded by the Lessor, the general building
        contractor/general contractor/building partner consortium makes justified
        extra charges for the property. Extra charges in this sense will be taken
        to be those resulting from the Lessee's doing something, or failing to
        do something, as a consequence of having its own work carried out on
        installations and fittings and / or lessee / user installations  or
        because of delays, or as the result of a refusal by the lessee / user
        to cooperate in conjunction with the work on installations. Such extra
    charges may not, however, exceed [**]% of the total investment costs.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|–  | requirements under
        public law, including building permission / implementation contract or
        statutory requirements that, to the best of the knowledge and belief
        of the parties to the contract, could not be anticipated before the leasing
        contract was signed, and which do not come within the scope of performance
        of the general building contractor and are not covered by the contents
    of the general building contractor contract;                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|–  | higher interim financing
    costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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To determine whether costs have increased, all changes in costs (either upwards or downwards) on the aforementioned grounds (such as, for example, including lower interim financing costs) must be balanced. Article 2 subsection 2 of this contract deals with these changes in costs.


|The anticipated contractual
    residual value at the end of the first leasing period will be: | [**]% of the total
    investment costs
|---------------------------------------------------------------------------------------------- | ---------------------------------------
|i.e. a probable value of:                                                                      | [**] euros                             
|at the end of the second leasing period will be:                                               | [**]% of the total investment costs    
|i.e. a probable value of:                                                                      | [**] euros                             
|                                                                                               |                                        

|3. | Drafting fee | Not
    applicable
|-- | ------------ | ------------------
|   |              |                   

|4 | Expenditure accruing
        to the Lessor before the start of the overall leasing period pursuant
    to Article 4 subsection 2 and Supplementary Agreement No. 1:
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                    

| | a)                                                                                                                                                                                 | Financing
    costs / interest for building finance                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                    |                                                                                                                                      
| | b)                                                                                                                                                                                 | Compensation
    for provision                                                                                                       
| |                                                                                                                                                                                    |                                                                                                                                      
| | c)                                                                                                                                                                                 | Interest
    on value-added tax paid in advance                                                                                      
| |                                                                                                                                                                                    |                                                                                                                                      
| | d)                                                                                                                                                                                 | Insurance premiums                                                                                                                   
| |                                                                                                                                                                                    |                                                                                                                                      
| | e)                                                                                                                                                                                 | Ancillary
        costs of tenancy pursuant to Article 5, and administrative costs in accordance
        with Article 4 subsection
5,
| |                                                                                                                                                                                    | if
    capitalizable under SFAS 67.                                                                                                  
| |                                                                                                                                                                                    |                                                                                                                                      
| | Items
        a) to e) are part of the item "Miscellaneous" in section III subsection
        1, and they are included in the total investment costs (Article 2 subsection
    1).

|   |                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Payments of rent
        after the start of the overall leasing period: in accordance with Article
        4 subsection
3 and Supplementary Agreement No. 1
|   |                                                                                                                                                            
|6. | Adjustment of the
        rents because of interest conversion in accordance with Article 4, subsection
    4 and Supplementary Agreement No. 1            

|   |                       |                                                  
|-- | --------------------- | -------------------------------------------------
|7. | Administrative costs: | [**]
    euros p.a. for the first leasing period 
|   |                       | [**]
    euros p.a. for the second leasing period
|   |                       |                                                  

|8. | Incidental
    expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Lessee will reimburse the Lessor for incidental expenses on production of the necessary evidence, insofar as this is provided for in Article 5 in conjunction with Annex 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | Value-added
    tax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | When there is an obligation to pay value-added tax (if appropriate, as an option), the statutory rate of value-added tax must be paid in addition to all payments that are to be made by the Lessee under this contract. With regard to the leasing service to be provided for the Lessee under this contract, the Lessor undertakes to opt for value-added tax in accordance with Article 9 of the Value-Added Tax Act, insofar as this option is legally permissible. The Lessee is aware that the Lessor will not be permitted to opt for the obligation to pay value-added tax on rents for buildings or parts of buildings unless these are being used by the Lessee or a subtenant exclusively for purposes involving an obligation to pay value-added tax. The Lessee is also aware that the Lessor must prove to the taxation authorities that the option is permissible. The Lessee therefore undertakes to cooperate with the Lessor by providing all the



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| | items of evidence
        required by the public authority that cannot be produced by the Lessor
        itself (such as, for example, sub-tenancy agreements and a breakdown
        of the turnover of the respective end users) in order to give any necessary
        assistance to the Lessor in fulfilling its obligation to provide evidence
        to the revenue authorities. The Lessor will agree such submissions with
        the Lessee, and it will take any necessary steps against the submission
        of such documents that the Lessee suggests in order to guard against
        any unjustified claims by the public authority. On production of the
        necessary evidence, the Lessee will reimburse the Lessor for any third-party
        costs incurred and agreed in this respect (if authorized), or it will
    advance the payment until authority has been finally made clear.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|IV. | Rent-receipts
      account of the Lessor:                                    
|--- | ------------------------------------------------------------------------------
|    |                                                                               
|    | For the rental payments
      or other payments affecting the rental payments:

| |              |     
| | ------------ | ----
| | Account no.: | [**]
| | Bank no.:    | [**]
| | Bank:        | [**]

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | For administrative
    costs and all other payments arising from this leasing contract:

| |              |     
| | ------------ | ----
| | Account no.: | [**]
| | Bank no.:    | [**]
| | Bank:        | [**]

|   |                                                                 
|-- | ----------------------------------------------------------------
|V. | Supplementary
    agreements:                                   
|   |                                                                 
|   | Supplementary Agreement
    No. 1 "Rents", together with annexes

|    |                                                                                 |                                                                        
|--- | ------------------------------------------------------------------------------- | -----------------------------------------------------------------------
|    | I                                                                               | Liquid assets of
      the object company (first leasing period)       
|    |                                                                                 |                                                                        
|    | Ia                                                                              | Taxable profits
      of the object company                            
|    |                                                                                 |                                                                        
|    | Ib                                                                              | Premises                                                               
|    |                                                                                 |                                                                        
|    | Ic                                                                              | Planned liquid assets
      calculation for a holding of €100,000      
|    |                                                                                 |                                                                        
|    | Id                                                                              | Profitability calculation
      for a holding of €100,000              
|    |                                                                                 |                                                                        
|    | II                                                                              | Liquid assets of
      the object company (second leasing period)      
|    |                                                                                 |                                                                        
|    | III                                                                             | Covenants                                                              
|    |                                                                                 |                                                                        
|    | and                                                                            
|    |                                                                                
|    | Supplementary
      Agreement No. 2 "Security for Rent", together with annexes.
|    |                                                                                 |                                                                        
|    | 1.                                                                              | Pledge of a credit
      balance in favor of the Lessor                
|    |                                                                                 |                                                                        
|    | 2.                                                                              | Rent guarantee to
      secure certain claims on the part of the Lessor
|    |                                                                                 |                                                                        
|VI. | Annexes                                                                        
|    |                                                                                
|    | Annex
      1 "List of incidental expenses"                                    
|    |                                                                                
|    | Annex
      2 "Insurance cover"                                                
|    |                                                                                
|    | Annex
      3 "Right of Purchase"                                              



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LEASING
  TERMS AND CONDITIONS

Article 1

Subject of the leasing contract / start of the overall leasing period

|1. | The
      subject of the leasing contract are the items of property described under
      I. Machines and installations and fittings not belonging to the subject
      of the leasing contract within the meaning of Article 68 of the BewG (Tax
      Valuation Act) are not the subject of this contract, even if they are essential
      parts of the property. Articles 7  10 will apply in accordance with
      the actual use by the Lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | The
      leasing period will begin with the acceptance of the building work between
      the Lessor and the general building contractor or the general contractor
      building partner consortium and the takeover of the subject of the leasing
      contract by the Lessee (start of the lease). The Lessee will have the right
      to take part in the acceptance of the building work or in the inspections
      carried out prior to acceptance . The Lessee will take over (with an appropriate
      period of advance notice) immediately after the building work has been accepted
      (as far as possible officially). A record will be kept of the takeover.
      Minor defects (in accordance with Article 12 subsection 3 of VOB (standard
      building-contract terms) Part B) will not stand in the way of the takeover.
      Unless otherwise stated in this contract (Article 11, subsection 2), the
      Lessor gives no guarantee that the anticipated time oftakeover quoted in section II
      will be adhered
      to.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The
      warranty of the Lessor will be fulfilled as follows: if a binding takeover
      time is agreed between the Lessor and the Lessee (this time will always
      be after the building work has been accepted), the Lessor must relinquish
      to the Lessee any claims regarding a contractual penalty and / or compensation
      for damage arising from late completion against the Lessor's contractual
      partners taking part in the project  such as, for example, the general
      building contractor / general contractor / general contractor building partner
      consortium carrying out the building work. This relinquishment will once
      and for all meet any claims for damages by the Lessee against the Lessor
      in the event of late completion.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Article 2

Total investment costs

|1. | Total investment
        costs will be any items of expenditure before, during, and after the
        construction phase that accrue to the Lessor from the acquisition of
        the plot of land, from the procurement of the building lease, from the
        acquisition or setting up of the subject of the leasing contract, and
        from tax burdens (such as, for example, value-added tax and real-estate
        transfer tax) on the conditions mentioned, even if the relevant tax or
        new tax conditions are not introduced until after the contract has been
    concluded. They will therefore include the following:                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The purchase price
      of the plot of land / purchase price of the building lease, including transaction
      costs (such as, for example, the cost of notarial registration) and / or
      the building costs including public fees and the insurance premiums during
      the period of construction; the development costs; the payments that have
      to be made altogether by the Lessor in order to obtain building permission
      on the basis of the implementation contract concluded with the Neubiberg
      local authority; and the costs billed to the Lessor by third parties in
      conjunction with overall financing (such as, for example, appraisal, lending
      against collateral security, real-estate transfer tax, and non-deductible
      value-added tax, including any additional taxes (such as, for instance,
      the payment of interest). This will only apply to additional taxes if they
      are not the result of the Lessor's failure to meet its tax obligations.



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|   | The
      items of expenditure in accordance with Article 4 subsection 2 will also
      be part of the total investment costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | All
      items of expenditure will be incorporated into the total investment costs,
      irrespective of when they were incurred or officially determined, including
      after the subject of the leasing contract has been taken over pursuant to
      Article 1, and after the total investment costs have been determined in
      accordance with subsection 3 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The
      deductible value-added tax paid by the Lessor on the total investment costs
      will not be part of the total investment costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | When
      complying with the basis of the order that defines the subject of the leasing
      contract, it will be both the joint aim and the obligation of the parties
      to the contract to minimize the total investment costs, taking into account
      the facts relating to increases quoted in III subsection 2 .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | The
      total investment costs will be determined jointly by the parties once all
      invoices have been presented. Once the subject of the leasing contract has
      been completed, the payments to be made by the Lessee in accordance with
      III subsection 1, and the contractual residual value in accordance with
      III subsection 2, will be adjusted to the total investment costs that have
      been jointly determined. The adjustment will either be upwards within the
      limits of the agreed highest price (taking into account the facts relating
      to increases quoted in III subsection 2 ) or downwards. This will apply
      accordingly to total investment costs that are incurred later. The Lessee
      will receive rent credit notes for any overpayments that have been made
      up to the time in question. These will be taken into account in the rental
      payment that is next due. Any necessary reallocation of individual cost
      components to individual buildings / modules or real estate and ground (which
      would lead to a change in the AfA basis of measurement) will be jointly
      agreed and implemented. If reallocation is essential for tax reasons (such
      as, for example, in connection with an inspection by the tax office), the
      Lessor will carry this out, taking into account the possible alternatives,
      and discussing the matter with the Lessee.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | If the
      agreed total investment costs are exceeded by up to [**]%, and if this is
      due to some action, or some failure to act, on the part of the Lessee 
      as specified under III subsection 2  the Lessor will be able to demand
      that the Lessee, after taking over the subject of the leasing contract,
      lend the Lessor the appropriate amount at the same interest rate as the
      loan capital. Any remaining part of the loan that has not yet been repaid
      must be paid back to the Lessee once the Real-Estate Leasing Contract has
      expired. The Lessor will try to find other refinancing options to cover
      the total investment costs that have been exceeded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Article 3

Agreement of the contract

The Lessor will present the contracts that it is to conclude, and which are associated with the acquisition or the erection of the subject of the leasing contract, to the Lessee for consent. The Lessee is aware that all obligations to pay that arise from these contracts and their execution will be met by the Lessor from the total investment costs pursuant to Article 2 or the incidental expenses pursuant to Article 5. This will not apply if obligations to pay arise from the aforementioned contracts because the Lessor has acted in a way that is in breach of contract.




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Article
        4

Payments
        and items of expenditure

|1. | Not
      applicable.                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | The
      following items of expenditure that accrue to the Lessor before the start
      of the leasing period will be included in the calculation of the total investment
      costs and will accordingly be paid via the rents calculated in accordance
      with Supplementary Agreement No. 1 pursuant to Article 4 subsection 3.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These
      items of expenditure will be calculated monthly in accordance with the total
      investment costs paid, or not yet paid, by the Lessor (compensation for
      provision) or the value-added tax paid in advance, and they will become
      part of the total investment costs pursuant to Article 2 subsection 1 (for
      others, see subsection III and Supplementary Agreement No. 1).
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Payments
      after the start of the overall leasing period                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Adjustments                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                           
|   | At
      the time of conversion, the Lessor will be entitled and obliged to adjust
      the rents for the next specification period, taking into account the amount
      of the first leasing period remaining, the repayments made in the rent to
      date, and the rate of interest agreed with the Lessee in accordance with
      Supplementary Agreement No. 1.                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                           



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|   | If
      conversion times occur in the second leasing period, the remaining time
      must be added to the second leasing period.                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|5  | Administrative
      costs                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During
      the overall leasing period, the administrative costs to be paid after the
      contract has been concluded will remain constant at the level of the amounts
      agreed for the individual leasing periods under III subsection 7.                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | Incidental
      expenses                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On
      production of the necessary evidence, the Lessee will reimburse the Lessor
      for the incidental expenses listed in Article 5 that have been incurred
      since the conclusion of the leasing contract (provided such costs are normal
      for the market). If there is doubt as to whether such costs are normal for
      the market, the lessor shall advance the incidental expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                          

Article
5

Incidental expenses

Incidental expenses will include any costs incurred since the contract was concluded and taxes (taxes if listed hereinafter) resulting from the ownership of the subject of the leasing contract, from its acquisition, or from its letting (provided they are not already included in the total investment costs). Any incidental expenses that are incurred at the start of the lease will be incorporated into the total investment costs, provided this is possible in accordance with SFAS 67. The incidental expenses that are incurred at the start of the lease but that cannot be incorporated into the total investment costs in accordance with SFAS 67 will be billed to the Lessee after the lease has started, together with the interest paid by the Lessor (normal market interest rate for the Lessor's current account) and reimbursed to the Lessor.


Incidental expenses will include
the following:


|1. | The
      cost of insurance policies that have been taken out (Article 9).                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | The
      cost of any maintenance contracts that have to be concluded with the companies
      carrying out the construction work in order to obtain extended warranty
      periods in agreement with the Lessee.                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Ongoing
      work arising from a contract for the sale of property or a building-lease
      agreement concluded by the Lessor.                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | All
      property-related taxes (such as, for example, real-estate tax, real-estate
      transfer tax (real-estate transfer tax also if it arises because of a change
      in the present or future shareholder inventory of the Lessor)), levies,
      contributions, fees, and other charges and obligations of any type resulting
      from the real estate, including if they are only introduced for the first
      time during the leasing period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | Demands
      for value-added tax that result from emoluments that are not subject to
      value-added tax.                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | Any
      trade tax and any newly introduced or newly specified taxes and charges
      due to be paid by the Lessor or its original limited partners  after
      consideration of the curtailment regulations in accordance with Article
      9, subsection 1, clause 2 of the Law on Trade Tax.                                                                                                                                                          



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|7.  | Additional
      taxes not owed by the Lessor on the taxes to be paid by the Lessee in accordance
      with this contract.                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.  | Outside
      costs that accrue to the Lessor in its capacity as property company and
      whose foundation shareholders come into being as partners of the property
      company, such as, for example, annual liability remuneration and management
      remuneration, founding costs, the cost of any necessary alterations to articles
      of association, annual auditor costs, and contributions to the Chamber of
      Industry and Commerce. The costs of the limited partnership's tax return
      do not count as costs in this sense.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.  | The
      cost of producing the return for determining the unit value of the subject
      of the leasing contract;                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10. | The
      cost of the regular (i.e. every three years) monitoring of the building
      status after takeover in order to check whether the provisions of Article
      7.2 of this contract are being complied with.                                                                                                                                                                                                                                                                                                                                  

The incidental expenses that accrue from the present point of view are set out finally in Annex 1. Other types of incidental expense may only be considered as incidental expenses with the agreement of the Lessee. They must not result in the future from new tax regulations or other new public-law regulations, or from changes to existing tax regulations or changes to other regulations under public law.


Article
  6Terms
  of payment

|1. | The
      Lessee must make the necessary payments irrespective of the condition and
      the usability of the subject of the leasing contract. If the subject of
      the leasing contract is defective or unusable, the Lessee will not be entitled
      after takeover to reduce, withhold, or offset payments against this, either
      wholly or in part, unless the claims are undisputed or have legal force.
      The Lessee will also be able to request a reduction in its obligation to
      perform if the subject of the leasing contract has either wholly or partially
      deteriorated, or if it has been either wholly or partially destroyed, and
      the Lessee is not responsible for this destruction, or if the subject of
      the leasing contract cannot be used in the long term owing to circumstances
      beyond the control of the Lessee. In the event of the wholesale incidental
      decline or the complete incidental destruction of the subject of the leasing
      contract, the Lessee's obligation to perform will be reduced to zero.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Notwithstanding
      any other compensation for damage due to the Lessor, the Lessee will be
      liable for the agreed interest for late payment in the event of its falling
      into arrears.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | If
      payments by the Lessee are insufficient to clear all its obligations to
      the Lessor completely, the Lessor will be able to determine for what and
      in what sequence the payments are to be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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Article
  7Liability,
  maintenance,
  repair, and bearing of risk

|1. | Provided
      nothing to the contrary is specified in this contract, the Lessor will only
      be liable in cases of intent and negligence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | After
      takeover, the Lessee will at all times, and at its own expense, maintain
      the subject of the leasing contract in a good and efficient condition that
      makes it suitable for use in compliance with the contract, that is to say
      it will carry out maintenance and renewal in accordance with DIN 31051.
      The operational costs, maintenance costs, and the cost of any repairs, including
      interior redecoration, will be borne by the Lessee. The Lessor will be entitled
      to have any necessary repairs carried out at the expense of the Lessee after
      a warning has proved unsuccessful and an appropriate additional period of
      time has been set with a threat of repudiation. Payments of compensation
      by third parties must be made available to the Lessee for this purpose,
      or they must be paid out to the relevant amount if the Lessee has already
      made good the damage at its own expense.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In the
      event of the complete or partial destruction of the subject of the leasing
      contract after takeover, the Lessee must restore or rebuild it at its own
      expense, unless the complete or partial destruction is not the fault of
      the Lessee. The Lessor will bear the risk of the complete or partial incidental
      deterioration of the subject of the leasing contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Payments
      of compensation by third parties (insurers, wrongdoers, and such like) will
      be paid to the Lessee by the Lessor to the amount that the Lessee has already
      paid out within the context of a case of damage. Alternatively, the payments
      will be used for the work that it has yet to carry out.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | After
      takeover, the Lessee must comply with all statutory regulations and official
      requirements during the period of this contract at its own expense. The
      Lessee must also meet all obligations that affect the Lessor in its capacity
      as owner, such as, for example, the duty of care towards third parties and
      the obligations arising from a liability regarding state and condition.
      This will apply in particular to all obligations arising from the implementation
      contract that the Lessor has concluded with the Neubiberg local authority.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | After
      takeover, the Lessee will indemnify the Lessor against all third-party claims
      including those from state institutions  that arise in conjunction
      with the possession and use of the subject of the leasing contract by the
      Lessee during the Lessee's period of possession. This indemnity will apply
      above all to claims in conjunction with the avoidance or removal of substances
      that are damaging to the environment (in particular harmful changes to the
      ground, dangerous waste, and weapons and ammunition). The Lessee must bear
      all the costs for installations and facilities that become necessary because
      of statutory regulations or official requirements. On presentation of proof,
      the Lessee must immediately repay the amounts paid by the Lessor as a result
      of such obligations.                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The
      Lessor will have no right of recourse against the Lessee if a claim made
      by a third party did not arise because of the Lessee. The Lessor's rights
      of indemnity in the event of an extraordinary termination before the subject
      of the leasing contract has been taken over are set out in Article 12 subsection
      6. Article 254 of the German Civil Code will apply if the Lessor is jointly
      responsible for the claim from which indemnity is sought.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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Article
  8Warranty

|1. | After
      takeover, the Lessee will not be able to make claims against the Lessor,
      either on the grounds of defects, or because of shortcomings in the usability
      of the subject of the leasing contract, unless the Lessor is culpably responsible
      or unless anything to the contrary is provided for elsewhere.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The
      Lessor herewith transfers to the Lessee after takeover its claims and rights
      against third parties on the grounds of breaches of duty, in particular
      regarding subsequent performance, withdrawal, reduction, and compensation
      for damage, that arise from the contracts concluded for the acquisition
      and / or the setting up of the subject of the leasing contract. The Lessee
      accepts the transfer and must make the claims at its own expense without
      delay. If necessary, the Lessee must bring an action in due time. The Lessee
      will comply with the contractually agreed warranty periods and will make
      any claims in due time. The Lessee will agree any changes to agreed warranties
      with the Lessor.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | If
      the transferred claims against a third party cannot be enforced or cannot
      be enforced in full, the Lessor must meet these claims instead of the third
      party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
      Lessee herewith transfers back to the Lessor the claims transferred to it
      under the suspensive condition of the termination of this contract. The
      Lessee will be obliged in advance to reassignment if the Lessor has met
      the claims instead of the third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
      Lessor undertakes to put the general building contractor / general contractor
      / general contractor building partner consortium under an obligation to
      hand the documents needed for prosecuting the warranty claims to the Lessee
      and to ensure that they are complete and prepared in the commercially normal
      way in compliance with the project handbook.                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | The
      Lessee must request payment to the Lessor and must keep it constantly informed
      about the course of the proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
      Lessor must use the payments it has received on the basis of the claims
      transferred to the Lessee at its discretion, either to restore the subject
      of the leasing contract, or to make an appropriate reduction in the payments
      made by the Lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The
      Lessee's right to a rent reduction arises from Article 6 and takes precedence
      over the provisions of Article 8 subsections 1 to 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | At all
      times during the period of the leasing contract, the Lessor must ensure
      that it has an equity capital within the meaning of the equity at risk in
      accordance with US GAAP of at least [**]% of the total investment costs.
      If the regulations with respect to the equity at risk change, the Lessor
      and the Lessee will enter into negotiations with the aim of complying with
      the new regulations.                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | In accordance
      with EITF 86-33, the Lessee will compensate the Lessor for the disadvantageous
      effects  weighed against any positive effects  of any change
      to the applicable law on taxation that was not foreseeable when this contract
      was concluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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Article
9Insurance

|1. | Before
        the start of the lease, the Lessor will take out a third-party building
        insurance and building-principal insurance in agreement with the Lessee.
        When the lease starts, it will take out the following insurance policies
    in a scope that is normal to the market for administration buildings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | From
        the start of the lease, the Lessor will be entitled to bill the costs
        to the Lessee as incidental expenses pursuant to Article 5 subsection
    1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Whether
    the insurance is normal for the market will be determined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Prior
        to payment, the Lessor will present a confirmation from its insurance
        agent (Marsh GmbH, Düsseldorf) setting out the individual elements
        of the insurance cover and explaining that the insurance cover provided
        for the leasing object is normal to the market at the start of the leasing
        period. The insurance cover at the start of the leasing period will comply
        with the minimum amounts set out in Annex 2 for the individual insurance
        elements. Exceptions will be made for aa) risks of terrorist attacks,
        which must be covered with an amount of 50 million euros from the start
        of the leasing period, and bb) rent default risks, which must be covered
    for a default period of at least 24 months during the loan period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Fire
        insurance and rent default insurance do not have to be examined to determine
        whether they are normal to the market. All other insurance cover (including
        insurance against terrorist attacks) is subject to the following right
    of modification:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The
        Lessor or Lessee may demand the modification of the insurance cover,
        at the earliest three years following the start of the leasing period,
    if either                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | - or -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The
        contractual party initiating the modification must obtain the reference
        documentation at its own cost. If both alternatives are investigated
        and this results in conflicting statements with regard to what is normal
        to the market, or if the conditions set out under a) and b) cannot be
        met, then a sworn expert to be determined jointly by the parties must
        be appointed to determine a solution that is binding for both parties.
    The party in the weaker position will bear the costs of such an appointment.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            




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|   | The Lessee will
        draw the attention of the Lessor to any missing or inadequate insurance
        cover without delay. Above all, there will be a duty to inform when installation
        work is carried
        out, when structural changes are made, and when use is changed. The Lessor
        must
be informed of such measures before they are carried out.                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Lessee undertakes
        to comply with the terms and conditions and the safety regulations of
    the insurers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | The Lessee will
        inform the Lessor without delay about any cases of damage, and it will
        ensure that no changes are made to the place where the damage has occurred,
        so that it can be inspected by the insurer. This will not apply to any
        measures that need to be taken in order to reduce the damage or to avoid
        consequential damage. The Lessee will commission specialist firms, in
        its own name and at its own expense, to carry out the necessary safety
        measures and to make good the damage. After checking and paying the invoices,
        it will pass them to the Lessor so that they can be forwarded to the
    insurance company concerned.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | The Lessor must
        use the full compensation obtained from the property insurer for the
        restoration of the subject of the leasing contract, or it must, as it
        sees fit, make it available to the Lessee for this purpose. Any costs
        that may still be necessary in addition to the insurance for the complete
        restoration of the subject of the leasing contract, and any costs for
        employing an expert, will be borne by the Lessee, unless it is not responsible
        for the complete or partial destruction of the subject of the leasing
    contract.                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Lessee will
        have no right to remove fixtures or to claim compensation with regard
    to the additional expenditure involved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Article 10Installations, changes, changes in use

|1. | Installations and
        changes  including changes in use  will only be permitted
        with the prior written agreement of the Lessor, even if they do not adversely
        affect the value and the efficiency of the subject of the leasing contract.
        Any necessary permission under public law must be obtained by the Lessee
        at its own expense and must be submitted to the Lessor before the work
        is carried out. The Lessor may only refuse to give permission if there
        are important grounds for its doing so. For the production phase, the
        Lessor herewith gives consent for the installation of the fixtures and
        fittings as specified in the documents for the invitation to tender and
        the documents for the invitation to tender for the SI and IT fixtures
        and fittings. By means of an appropriate form of the general building
        contractor/general contractor agreement, the Lessor will ensure that
        these fixtures and fittings can be incorporated and installed in the
        subject of the leasing contract by the entrepreneur commissioned by the
        Lessor or by the Lessee, including before the subject of the leasing
        contract has been taken over, so that the installation work can be carried
        out in the shortest possible time and at the lowest cost, and the rights
    of the Lessee arising from this contract will not be adversely affected.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | The use of the subject
        of the leasing contract is set out in section I. The Lessee will submit
        evidence of this use to the Lessor in a suitable form, including in any
        cases of subletting. The Lessee will inform the Lessor without delay
        if changes are made to the use or if the subject of the leasing contract
    is vacated prematurely.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | The Lessee will
        be entitled to remove fixtures and fittings, provided it restores the
        original condition at its own expense. If the Real-Estate Leasing Contract
        is terminated, the Lessee must restore the original condition at its
        own expense, provided the restoration costs are not disproportionate
        in comparison with the current value of the fixtures and fittings being
        removed. The cost of restoration will be deemed to be disproportionate
    in this sense if it exceeds the current value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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Article 11Commitment to highest price and fixed deadline

|1. | In order to ensure
        that the subject of the leasing contract is completed on time and at
        the lowest possible cost, it is intended to employ a general building
        contractor or a general building contractor/general contractor building
        partner consortium that will set a binding highest price and a binding
        fixed deadline for completion of the subject of the leasing contract
    in accordance with the leasing contract.                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | If a commitment
        to a fixed deadline for the completion of the building is taken over
        by the general building contractor or by or a general building contractor/general
        contractor building partner consortium, the deadline will be deemed to
        be agreed in accordance with Article 1 subsection 2 between the Lessor
        and the Lessee as a fixed deadline for completion and thus for the possible
    takeover by the Lessee.                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | If possible, the
        Lessor will agree a model with the general building contractor or with
        a general building contractor/general contractor building partner consortium
        that essentially includes a binding highest price and a breakdown of
        the savings resulting from the possibility of keeping below the highest
        price, open project bookkeeping, and project billing. The Lessee will
        have unrestricted rights to information with regard to the aforementioned
        model, the placing of orders, and the processing of these orders. The
    Lessor undertakes to make this information available.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Article 12Premature termination of the contract

|1. | In
      principle, this contract cannot be terminated.                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Each
      party will, however, be entitled to terminate the contract without notice
      if there are important grounds for its doing so. The following, in particular,
      will be considered to constitute important grounds:                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | The
      Lessor will furthermore be entitled to terminate the contract without notice
      if the Lessee is in arrears with its obligation to pay under this contract
      to the amount of at least two rent payments or is significantly in arrears
      exceeding 3 months for amounts equal to or greater than 1,000,000.00 euros
      or exceeding 1 year for an amount of less than 1,000,000.00 euros.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                   

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | If
      the Lessee pays the arrears within a period of six weeks after receiving
      the notice of termination, or if it provides adequate security, the Lessor
      must withdraw the extraordinary termination pursuant to subsection 3, and
      must continue the contract under the same terms. The same will apply if
      the Lessee complies with the rest of its essential contractual obligations
      without delay, and if the serious consequences of breaches of contract are
      successfully dealt with within a period of six weeks after receipt of the
      notice of termination. The Lessor must draw the attention of the Lessee
      to this regulation in the event of extraordinary termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The
      Lessee will furthermore be entitled to terminate this contract without notice
      in the following circumstances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if the binding highest
      price and / or binding fixed deadline to be submitted by the general building
      contractor or by a general building contractor/general contractor building
      partner consortium in accordance with Article 11 is not available in a contractually
      binding form by March 31, 2004, or                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if the highest price
      and / or fixed deadline agreed with the general building contractor or the
      general building contractor/general contractor building partner consortium
      is changed or set aside by the Lessor in any way without the prior consent
      of the Lessee, or                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | if rights arising
      from the respective construction contracts with regard to the highest price
      and / or agreed deadlines in accordance with Article 11 are modified by
      the Lessor, or if they are dispensed with or are not asserted immediately
      (unless they have been effectively transferred to the Lessee in accordance
      with Article 1, section 2), or if pleas or facts giving grounds for pleas
      are created in another way that, in the opinion of an independent expert
      commissioned jointly by the Lessee and the Lessor, more than inconsiderably
      put at risk the assertion of the rights arising from the contract or make
      such assertion impossible either wholly or in part.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | If, on
      grounds for which the Lessee is responsible, the contract is terminated
      without noticebeforethe subject
      of the leasing contract has been taken over, the Lessee will repay the Lessor
      the total investment costs that have been incurred in carrying out this
      contract or that are still being incurred. In addition, the Lessee will
      likewise repay to the Lessor any necessary one-off or running items of expenditure,
      such as, for example, those arising from the real estate or from the implementation
      contract with the Neubiberg local authority. On presentation of proof, the
      Lessee will also reimburse the Lessor for the costs resulting from the failure
      to make use of the investment costs provided by the Lessor. The Lessor must,
      however, take all reasonable steps to minimize the damage (in particular,
      it must try to find another tenant or purchaser for the subject of the leasing
      contract).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In addition,
      the Lessee must pay the Lessor compensation of 500,000.00 euros to cover
      its own costs associated with the premature termination of the contract
      (including any administrative costs). Further, the Lessor will be entitled
      to claim higher compensation on presentation of appropriate evidence. The
      Lessee will be entitled to show that the Lessor's own costs were actually
      lower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | The Lessee
      will be entitled to make claims for damages against the Lessor if the contract
      is terminated on grounds for which the Lessor is responsiblebeforethe subject
      of the leasing contract has been taken over. The Lessor will not be deemed
      to be responsible for a termination in accordance with subsection 5 a. Furthermore,
      the Lessee  or a third party nominated by it  will have a right
      of acquisition on all titles with regard to the subject of the leasing contract
      / project (that is to say, in particular, the real estate or the building
      lease (ground and plot including all buildings thereon), including all parts,
      all plans, and all other results of work that have been produced for the
      project). The purchase price will correspond to (a) the funds for financing
      purposes that have been taken up and used to cover project costs, including
      the Lessor's equity capital, and all items of expenditure that are necessary
      for the premature repayment or non-utilization of the funds for financing
      purposes that have been taken up (including the Lessor's equity capital
      used for project costs), minus (b) any claims for damages for which the
      Lessee produces evidence . In addition, the Lessee will take over all outstanding
      contractual obligations associated with the acquisition, the development,
      and the setting up of the subject of the leasing contract concerned.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|8. | If,
      on grounds for which the Lessee is responsible, the contract is terminatedafterthe subject of
      the leasing contract has been taken over, the Lessee must pay compensation
      to the Lessor up to the time when the agreed overall leasing period expires
      in order to make good the damage that the Lessor has suffered through the
      premature termination of the contract, in particular as a result of the
      fact that the Lessor is unable to rent or utilize the subject of the leasing
      contract, or can only do so on less favorable terms. Any advantages enjoyed
      by the Lessor as a result of the letting or utilization of the subject of
      the leasing contract will be taken into account in the Lessor's claim for
      damages. The Lessor must, however, take all reasonable steps to minimize
      the damage (in particular, it must try to find another tenant or purchaser
      for the subject of the leasing contract).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
|9. | If,
      on grounds for which the Lessor is responsible, the contract is terminatedafterthe subject
      of the leasing contract has been taken over, the Lessee will be entitled
      either (a) to vacate the subject of the leasing contract, with the consequence
      that the Lessee will be released from all further claims arising from this
      contract, or (b) to acquire the subject of the leasing contract  either
      itself or through a third party nominated by it  for the remaining
      open item of overall financing minus any existing excess liquidity in the
      case of the Lessor. Any further claims for damages against the Lessor will
      not be affected.                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 

Article 13
Miscellaneous

|1. | As soon
      as it can be foreseen that the [**]% limit of the [**] in accordance with
      US GAAP will be exceeded because of the payments that are to be made pursuant
      to this contract, the terms and conditions of the leasing contract 
      in particular its period  will be adjusted so that the Lessee can
      lease the subject of the leasing contract at conditions that meet the [**]
      in accordance with US GAAP. The Lessor will inform the Lessee without delay
      if costs are incurred that were not taken into consideration in the original
      calculation. The Lessor and the Lessee will then jointly carry out a new
      cash-value test.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Subletting
      will only be permitted with the prior agreement of the Lessor, except in
      the case of subletting to companies affiliated to the Lessee within the
      meaning of Article 15 of the German Stock Corporation Act (if they carry
      out activities that are subject to value-added tax). The Lessor may only
      refuse to agree to the subletting if it has important grounds for doing
      so.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | For the
      purpose of safeguarding all current and future claims arising from this
      contract, the Lessee now transfers to the Lessor its current and future
      rights arising from subletting relationships (including rights to alter
      a legal relationship, such as the right to terminate the subletting relationship,
      and the landlord's lien). The Lessor accepts the transfer. The Lessor will
      be entitled to disclose the transfer provided it has notified the Lessee
      of this in writing at least one week in advance.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | The Lessor
      will be entitled to transfer its rights and claims arising from this contract
      for the purpose of financing to third parties (excluding rivals or competitors
      of the Lessee). The Lessee hereby agrees to the transfer to a third party.
      It also agrees that the documents handed over to the Lessor by the Lessee
      should be handed over by the Lessor to the third party for checking.                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.  | After
      prior agreement with the Lessee, the Lessor will be able to inspect the
      subject of the leasing contract during normal business hours, or it will
      be able to have it inspected by authorized persons.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|6.  | The Lessee
      agrees that the data in this contract should be passed to CommerzLeasing
      und Immobilien AG, Düsseldorf, and that it should be electronically
      stored there.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|7.  | During
      the period of the contract, the Lessee must maintain a business concern
      in the subject of the leasing contract that is appropriate to the subject
      of the leasing contract. It must either maintain the business concern itself
      or have it maintained by a third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|8.  | When
      this contract is terminated, the subject of the leasing contract must be
      handed back to the Lessor. When it is handed back, it must be well swept
      and free from substances that are damaging to the environment (in particular,
      harmful changes to the ground, dangerous waste, and weapons and ammunition).
      It must be in the condition in which it should be after taking into account
      normal wear and tear and the regular care and maintenance carried out by
      the Lessee in accordance with Article 7 subsection 2, including repairs
      and interior redecoration.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|9.  | The Lessee
      must regularly provide the Lessor with information about its business relationships
      in accordance with applicable legal regulations between the Lessor and its
      refinancing partners (as regulated, for example, in Article 18 of the KWG
      including the export regulations of the BAFin (Federal Office of Finance)).
      In particular, the Lessee will hand over to the Lessor the following documents
      without the need for the Lessor to make any further request:                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Each year: its annual
      financial statement, together with a report by an auditor no later than
      six months after the balance-sheet date,                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Details of any important
      changes in the assets, business circumstance, and corporate circumstances
      of the Lessee must be passed to the Lessor in good time and without being
      requested.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|    | Furthermore,
      the Lessee agrees to provide written confirmation of its [**] with regard
      to the [**] of the Infineon group, defined in Annex III to the Supplementary
      Agreement No. 1 "Rentals", in the form of a rational, complete and traceable
      calculation within [**] days after the end of each [**]. This calculation
      is based on the information published in the relevant [**] report in the
      [**], supplemented by the Lessee with the [**]                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|    | The Lessor
      receives these documents under the protection of a confidentiality agreement
      and is authorized to forward to the refinancing partners for the leasing
      object all documents specified in this subsection 9 under the protection
      of a confidentiality agreement that must also be concluded in favor of the
      Lessee (in particular where there are grounds for direct claims by the Lessee).
      The Lessee also agrees that these refinancing partners may forward these
      documents within the framework of syndications under the condition that
      the confidentiality obligation is transferred to the relevant third parties
      in accordance with the contractual agreements between the Lessor and the
      refinancing partners.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|10. | The Lessor
      and the Lessee must transfer their obligations arising from this contract
      to any legal successor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|11. | Changes
      to the contract and subsidiary agreements must be made in writing. Informal
      oral agreements must be confirmed in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          
|12. | If one
      or more terms of this contract are or become invalid, the remaining terms
      will nevertheless remain valid. The parties to the contract must supplement
      the contract in a way that retains its sense as far as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          

---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13. | The
      Lessor will only be able to have access to the [**] that have been provided
      if the unencumbered transfer to the Lessor of the ownership of the item
      of real estate required for the subject of the leasing contract, or the
      unencumbered entry of the building lease in the Land Register, has been
      guaranteed, if evidence has been produced of the encumbrance
      appropriate to the status of the item of real estate or building lease in
      favor of the financer and the documents mentioned in section VI are available
      to the Lessor.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14. | If
      obligations arise from a building-lease agreement concluded between the
      Lessee and Lessor, and if these obligations are imposed on the Lessee in
      the contract, the leasing contract will take precedence. Supplementary agreements
      will always take precedence over the leasing terms and conditions.                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|15. | The
      following suspensive conditions are agreed for this contract and must have
      been satisfied in their entirety by March 31, 2004 at the latest:                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                        |  |                               
|--------------------------------------- |  | ------------------------------
|Düsseldorf,
      23.12.2003            |  | Munich,
      23.12.2003      
|                                        |  |                               
|MoTo Objekt CAMPEON
      GmbH & Co. KG |  | Infineon Technologies
      AG
|/s/ Gubelt                              |  | /s/ Henschel  /s/
      Ebert 
|                                        |  |                               
|The
      Lessor                        |  | The
      Lessee              

---



Annex 1 to Real-Estate Leasing Contract No. 181 - 61 4875 dated December 23, 2003

List of incidental
  expenses in accordance with Article 5 (estimated in some cases)

|           |                                             | Amount
      in |                                         
|---------- | ------------------------------------------- | --------------- | ----------------------------------------
|Subsection |                                             | euros           |                                         
|          
|1          | "The cost of insurance
      policies       |                 | Insurance
      normal to market/sector 
|           | that
      have been taken out (§ 9)"       |                 |                                         
|          
|2          | "The cost of any
      maintenance          |                 | Dependent
      on maintenance          
|           | contracts that have
      to be             |                 | contracts
      to be concluded         
|           | concluded with the
      companies          |                 |                                         
|           | carrying out the
      construction work    |                 |                                         
|           | in order to obtain
      extended           |                 |                                         
|           | warranty periods
      in agreement         |                 |                                         
|           | with the Lessee"                            |                 |                                         
|          
|3          | "Ongoing work arising
      from a          | [**]            | Or
      ground rent normal to market   
|           | contract for the
      sale of property or  |                 |                                         
|           | a building-lease
      agreement            |                 |                                         
|           | concluded by the
      Lessor"              |                 |                                         
|          
|4          | "All property-related
      taxes, e.g.     | [**]            | P.a.
      after completion; approximate
|           | Real-estate tax                             |                 | estimate                                
|           | Real-estate transfer
      tax (real-       |                 |                                         
|           | estate transfer tax
      also if it arises | [**]            | Dependent
      on conception           
|           | because of a change
      in the            |                 |                                         
|           | present or future
      shareholder         |                 |                                         
|           | inventory of the
      Lessor)              |                 |                                         
|           | levies, contributions,
      fees, and      |                 |                                         
|           | other charges and
      obligations of      |                 | Cannot
      yet be determined          
|           | any type resulting
      from the real      |                 |                                         
|           | estate, including
      if they are only    |                 |                                         
|           | introduced for the
      first time during  |                 |                                         
|           | the leasing period"                         |                 |                                         
|          
|5          | "Demands for value-added
      tax that     | [**]            | Depending
      on final usage          
|           | result from emoluments
      that are       |                 |                                         
|           | not subject to value-added
      tax"       |                 |                                         
|          
|6          | "Any trade tax and
      any newly          | [**]            | Dependent
      on conception           
|           | introduced or newly
      specified         |                 |                                         
|           | taxes and charges
      due to be paid      |                 |                                         
|           | by the Lessor or
      its original limited |                 |                                         
|           | partners  after
      consideration of     |                 |                                         
|           | the curtailment regulations
      in        |                 |                                         
|           | accordance with Article
      9,            |                 |                                         
|           | subsection 1, clause
      2 of the Law     |                 |                                         
|           | on Trade Tax"                               |                 |                                         
|          
|7          | "Additional taxes
      not owed by the     | [**]            | Estimated                               
|           | Lessor on the taxes
      to be paid by     |                 |                                         
|           | the Lessee in accordance
      with this    |                 |                                         
|           | contract"                                   |                 |                                         
|          
|8          | "Outside costs that
      accrue to the     |                 |                                         
|           | Lessor in its capacity
      as property    |                 |                                         
|           | company and whose
      foundation          |                 |                                         
|           | shareholders come
      into being as       |                 |                                         
|           | partners of the property
      company,     |                 |                                         
|           | such as, for example:                       |                 |                                         
|           | liability remuneration
      and            | [**]            | P.a.                                    
|           | management remuneration                     |                 |                                         
|           | founding costs                              | [**]            | Once-only                               
|           | annual auditor costs                        | [**]            | P.a.                                    
|           | contributions to
      the Chamber of       | [**]            | P.a.                                    
|           | Industry and Commerce"                      |                 |                                         
|           |                                             |                 |                                         

---



|           |                                                                                                                                                                                                                                          |                 |                                       
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | --------------------------------------
|           |                                                                                                                                                                                                                                          | Amount
      in |                                       
|Subsection |                                                                                                                                                                                                                                          | euros           |                                       
|          
|9          | "The
      cost of producing the return
      for determining the unit value of
      the subject of the leasing contract"                                                                                                               | [**]            | Once-only                             
|          
|10         | "The cost of the
      regular (i.e. every
      three years) monitoring of the
      building status after takeover in
      order to check whether the
      provisions of Article 7.2 of this
      contract are being complied with" | [**]            | Every
      3 years following takeover
|           |                                                                                                                                                                                                                                          |                 |                                       

---



Annex 2 to Real
  Estate Leasing Contract No. 181  614875

Infineon Technologies AG

MoTo Objekt CAMPEON
    GmbH & Co.
KG

Draft of the real
      estate leasing contract as at October 10, 2003 - § 9
  (Insurance Policies)

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The insurance policies
    listed in the above-cited draft under paragraph § 9,
  sections 1 a) and b) “from start of lease” include the following
extent of insurance cover in accordance with our current standards:

Section 1 a)

(“... fire insurance with extended coverage including insurance
  against unspecified risks at value when new ...”)

Buildings insurance

... based on value when new with premium escalator clause. It is designed
  as an “all risks insurance” and covers the following risks:

|1. | Fire, lightning
    strike, explosion, impact by manned or unmanned flying objects                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                
|2. | Storm, hail,
        pipe water damage, sprinkler leakage, civil disturbances, strike or lockout,
    malicious damage, vehicle impact, smoke, sonic bang                                                      
|   |                                                                                                                                                                                                                
|3. | Unspecified risks:                                                                                                                                                                                             
|   | These include
        all other damage not defined under 1. and 2. above (any type of damage
    or destruction of insured assets).                                                                            
|   | Loss of rent:                                                                                                                                                                                                  
|   | The loss of rent
        ensuing as a consequence of damage to a property insured is covered for
    up to 24 months, or max. 24% of the building sum insured.                                                 
|   |                                                                                                                                                                                                                
|4. | Clean-up, demolition
        and fire extinguishing costs, decontamination costs and expert fees are
        also covered by the insurance with 10% of the building sum insured, or
    max. EUR 10,226,000.00.

Exclusions from the insurance:

The insurance does not cover damage due to the following:

|• | Acts of war, terrorism,
      sovereign interventions, government regulations                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                        
|• | Nuclear energy                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                        
|• | Storm tide                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                        
|• | Natural or deficient
      properties, construction and planning errors, contamination or pollution
      (contamination or pollution as a result of fire, lightning strike or explosion
      are covered by the insurance, however)                  
|  |                                                                                                                                                                                                                                                        
|• | Cracking, settling,
      shrinking or expansion of the insured building or parts thereof (with the
      exception of air conditioning and heating systems as well as other water-conducting
      facilities including the associated piping systems)
|  |                                                                                                                                                                                                                                                        

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Annex 2 to Real
Estate Leasing Contract No. 181  614875

Limits of indemnity:

For each insurance claim and policy year, liability limits are provided for damage due to:

|Pipe water escape, sprinkler leakage, storm and hail | EUR | 36,000,00.00
|---------------------------------------------------- | --- | ------------
|Civil disturbances                                   | EUR | 15,500,00.00
|Subsidence, landslide, avalanches, snow pressure     | EUR | 10,500,00.00
|Flooding, tidal wave *)                              | EUR | 10,500,00.00
|Other perils (excluding fire)                        | EUR | 30,000,00.00

Excesses:

For each case of damage,
    the contractually defined insurance excesses are as follows for damage due
to:

|Fire,
        lightning strike, explosion                    | EUR | 0.00      | (w/o excess)
|------------------------------------------------------------ | --- | --------- | ------------
|Pipe
        water escape, sprinkler leakage, storm and hail | EUR | 500.00    |             
|Earthquake,
        subsidence, landslide, flooding *)       | EUR | 50,000.00 |             
|For
        all other insured perils                         | EUR | 5,00.00   |             

*) The terms and conditions for flood risks are valid until January 1, 2004. They are currently being renegotiated.

According to the current position, damage due to terrorism could also be covered under this insurance up to a maximum annual indemnity of EUR 50,000,000.00. Otherwise a specialist insurer should be chosen to underwrite the risk.

Section 1 b)

Home and property liability insurance

The subject matter of the insurance is the legal liability of the lessor in their capacity as owner/renter of the object of lease.

The minimum sums insured per damaging event shall be as follows:

EUR 2,550,000.00 lump sum for personal injury and damage to property

EUR  255,000.00 lump sum for losses due to direct damages or  	damage caused by effluents and domestic sewage

The total payments for all insurance claims in a policy year must be equal to twice the amount of these sums insured.

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Annex 2 to
  Real Estate Leasing Contract No. 181  614875

Water damage liability insurance(investment risk  if
present )

The insurance covers the third-party liability as owner of assets for storing materials harmful to water and from use of these stored materials (e.g. oil tanks).

The minimum sum insured is EUR 2,550,000.00 for personal injury, damage to property and financial losses per event.



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Annex
    3to Real-Estate
    Leasing Contract No. 181-614875
  Right
    of Purchase
  I.  Preliminary
    Remarks
  Land
    register and material status
  1)
      According
        to an entry in the Land Register for Building Leases of the District Court
        of MunichUnterbibergSheet
        9578MoTo
        Objekt CAMPEON GmbH & Co. KG, with its registered office in Düsseldorf,
        is the owner of the building lease entered therein for the period up to
        January 9, 2043 for the real estate in the local
        sub-district of Unterbiberg, namelyplot
        70/10
      Kapellenfeld; agricultural
        land measuring 0.2164 haplot
        69
      Kapellenfeld; agricultural
        land measuring 1.0172 haplot
        70
      Kapellenfeld; agricultural
        land measuring 60.8020 ha,which
        is encumbered as follows:a)
      Section IISewer
        ducting rights for the Munich South-East Association, Public Corporation
        for Sewage and Waste Disposal, Munich, Ottobrunn 
        Pre-emption right for the respective owners of the building-lease real
        estate Registration of the granting of a land charge (ground rent) for
        the respective owners of the building-lease real estate as persons with
        overall entitlement according to Article 428 BGBb)
      Section III8,000,000.00
        euro land charge, without certificate, for EKW Vermögensver-waltungsgesellschaft
        mbH & Co. KG; Egling and A.M.T. Verwaltungs GmbH & Co. KG, Munich
        as persons with overall entitlement according to Article 428 BGB; 16%
        annual interest; 6% one-off additional payment; enforceable according
        to Article 800 ZPOThe
        owners of the building-lease real estate entered in the Unterbiberg land
        register, sheet 9577, each having a half share, are A.M.T. Verwaltungs
        GmbH & Co. KG, with its registered office in Munich (HRA 69822 of
        the joint-stock company Munich), and EKW Vermögensverwaltungsgesellschaft
        mbH & Co. KG, with its registered office in Egling (HRA 78491 of the
        joint-stock company Munich).2)
      The
        building lease described in greater detail in paragraph 1) was created
        with the building-lease contract of August 29, 2001 (document register
        number 1589 Z/2001) together with the supplemental deeds of April 25,
        2002, May 24, 2002, July 18, 2002, and December 11, 2003 (document register
        numbers 1589 Z/2001, 667 Z/2002, 836 Z/2002, 1099 Z/2002, and 1993 Z/2003
        of the notary Walter Zöller, whose office is in Munich).
  3)
      Within
        the scope of this document, the building lease described in greater detail
        in paragraph 1) will be handed over for use by MoTo Objekt CAMPEON GmbH
        & Co. KG, with its registered office in Düsseldorf  hereinafter
        referred to as the Obligated Party - insofar as it encumbers
        the fractional tract of land still to be parceled out, measuring about
        550,000 square meters, of the aforementioned building-lease real estate,
        including the buildings and facilities on this fractional tract of land
        (the building lease will in this respect be referred to hereinafter as
        the object of purchase) to Infineon Technologies AG, with
        its registered office in Munich - hereinafter referred to as Infineon
        or the Lessee- with Real-Estate Leasing Contract No. 181 
        61 4875 of December 23, 2003.The
        aforementioned fractional tract of land is circled in red on the ground
        plan enclosed as an annex to this document.4)
      In
        addition, the Obligated Party will be able to obtain the title to the
        building-lease real estate between July 1, 2005 and December 31, 2005
        on the basis of a right of purchase granted to it in the building-lease
        contract described in greater detail in paragraph 1). If it does so 
        although the Obligated Party is not obliged to do so -, the aforementioned
        fractional tract of land of the building-lease real estate that is still
        to be parceled out will also be handed over for use within the context
        of the said real-estate leasing contract and will likewise be referred
        to hereinafter as the object of purchase.5)
      With
        this contract, Infineon, or a third party nominated by Infineon (such
        as, for example, an ad hoc company)  hereinafter also referred to
        as the Beneficiary  is to be granted the unrestricted
        and non-revocable right to acquire the object of purchase.6)
      For
        purposes of value-added tax, the Obligated Party will be shown under the
        tax number [**] at the Düsseldorf tax office.II.  Right
    of Purchase
  The Obligated Party
      and the Beneficiary herewith conclude a contract for the right of purchase
      in the form of a conditional contract of sale regarding the aforementioned
      object of purchase mentioned under I. Preliminary Remarks above. This right
      of purchase is also to be secure against disposal and insolvency in the
      event of the insolvency of or enforcement against the Obligated Party.
  Article
    1 Sale and Taking
    over the Contract
  The Obligated Party
      herewith sells to the Beneficiary the object of purchase effectively once
      fifteen (15) years of the real-estate leasing contract have expired, that
      is to say probably on November 30, 2020 (time of purchase), with the proviso
      that the conditions set out in Article 2 apply. With it are also sold all
      criminal-law rights and duties of the Obligated Party that arise from the
      building-lease contract of August 29, 2001 together with the supplemental
      deeds of April 25, 2002, May 24, 2002, July 18, 2002, and December 11, 2003
      (document register numbers 1589 Z/2001, 667 Z/2002, 836 Z/2002, 1099 Z/2002,
      and 1993 Z/2003 of the notary Walter Zöller, whose office is in Munich),
      from the contract for the sale of real estate concerning the federal motorway
      connection development plots of December 11, 2003 of the notary Walter Zöller
      (document register number 1994 Z/2003), from the implementation contract
      relating to the project and development plan (document register number 668
      Z/2002 of the notary Walter Zöller, whose office is in Munich), together
      with the amending contract relating to the implementation contract regarding
      the project and development plan of October 14, 2003 (document register
      number 1657 Z/2003 of the notary Walter Zöller,
  
  whose office is in
    Munich), from the Free Crossing Agreement with DB Station und Service AG of
    April 24 / May 3, 2002, and the motorway contract concerning the party responsible
    for measures of November 11, 2003. The Beneficiary must take over the criminal-law
    duties, thereby releasing the Obligated Party.
  Attention is drawn
      to the aforementioned documents. They were available today in the form of
      certified copies. Those present declared that they were familiar with the
      contents of these documents and that they would dispense with another reading
      of the documents, with their submission for inspection, and with their enclosure
      with this written statement.
  Article
    2 Conditions of
    the Contract of Sale
  1.
      This
        contract of sale is subject to the following conditions precedent:a)
      That
        the Beneficiary has informed the Obligated Party in writing no sooner
        than twelve(12)and no later
        than nine (9) months before the time of purchase specified in greater
        detail in Article 1 its intention to buy the object of purchase effectively
        at the time of purchase (exercise of the right of purchase), whereby the
        receipt of this written declaration by the Obligated Party will be decisive
        with regard to the observation of the time limit,andb)
      the
        real-estate leasing contract mentioned in the Preliminary Remarks has
        been properly fulfilled by the time of purchase by the Beneficiary, insofar
        as this was within its power. It will also be deemed to have been properly
        fulfilled if obligations to pay amounts up to a total of [**] euros have
        not yet been met by the Lessee. If there is any disagreement between the
        Obligated Party and the Lessee about whether the Lessee was entitled to
        reduce rental payments, the Beneficiary will be entitled to exercise the
        right of purchase, irrespective of the unpaid amounts, provided it pays
        the correspondingly increased purchase price in accordance with Article
        3.The
        aforementioned conditions do not apply to paragraph 2, III. Land Register
        Declarations, or IV. Final Provisions below.2.
      The
        Beneficiary will be permitted to dispose of its rights and / or claims
        arising from this contract at any time  in particular to relinquish
        them  without the prior consent of the Obligated Party.Article
    3 Purchase Price
    and Due Date
  1.
      The
        purchase price (without value-added tax)  hereinafter also referred
        to as the net purchase price  will be the same as the
        [**] but will be [**] together with [**], as applied to the [**].2.
      The
        purchase price will be increased2.1
      by
        any expenditure that the Obligated Party has borne up to the time of purchase
        in2.1.1
      taking
        over the risk of the incidental complete or partial loss of the subject
        of the lease, or
  2.1.2
      in taking over
        the obligation to recover or restore the subject of the lease in the event
        of complete or partial destruction, or2.1.3
      an availment by
        third parties with regard to the subject of the lease;2.2.
      by
        all reductions in the Lessee's obligations to perform2.2.1
      because of the
        aforementioned paragraphs 2.1.1 and 2.1.22.2.2
      because of a long-term
        exclusion from use of the subject of the lease that is beyond the control
        of the Lessee;2.3.
      by
        the financing costs up to the time of purchase, if the Obligated Party
        has financed the aforementioned amounts.3.
      The
        Obligated Party shall also receive a once-only administration fee of [**]
        euros net (plus sales tax).4.
      The
        increase in paragraph 2 will be reduced by the total of all payments and
        any interest and other advantages arising therefrom that the Obligated
        Party has received from third parties to pay for the damage resulting
        from the circumstances set out in paragraph 2, provided it has not passed
        these to the Lessee.5.
      The
        increase in accordance with paragraph 2 will not apply if the Obligated
        Party was responsible for the expenditure or the losses or reductions.6.
      The
        following is agreed with regard to the adjustment of the purchase price
        regulated in paragraph 2: as soon as there is an additional requirement
        for liquidity  which is to be assessed on the basis of the financing
        and repayment plan originally agreed between the Obligated Party and Infineon
        before the start of the lease  as a result of risks that have to
        be borne by the Obligated Party in accordance with the contractual agreements
        between the parties to the contract, the parties to the contract will
        start negotiations in order to try to meet this requirement for liquidity
        or to deal with it in some other way. The Obligated Party will inform
        Infineon about the conditions at which the necessary financial resources
        can be procured from third parties. Infineon will be entitled either to
        approve the proposed financing, or to nominate another financier who is
        prepared to guarantee the loan, or to make the necessary liquidity available
        itself.7.
      The
        Obligated Party will be entitled to demand that the Beneficiary pay value-added
        tax in addition to the net purchase price that has been determined in
        this way. In this case, the said value-added tax will be due for payment
        together with the net purchase price.8.
      If
        the Beneficiary has a claim for repayment of a tenant loan at the time
        of purchase and the real-estate leasing contract has been properly fulfilled,
        this claim for repayment of the loan is to be billed with the purchase
        price (including value-added tax). The parties to the contract herewith
        agree the setoff subject to condition precedent through the occurrence
        of the claims to be set off.9.
      The
        purchase price (including sales tax) will be due for payment at the time
        of purchase, but not before receipt of written notification by the notary
        entrusted according to section IV. with the execution of this contract
        of the Beneficiary by recorded mailing with a copy for the Obligated Party
        , according to whicha)
      the
        entry of conveyance granted according to section III. has been entered
        for the Beneficiaryb)
      all
        authority approvals and certificates (except for certificates of fiscal
        clearance) necessary for executing the purchase contract have been received
        by him
  in a form suitable
        for the land registry and free of encumbrancesc)
      the owners of
        the building-lease real estate have renounced their right in writing to
        exercising their pre-emptive right with reference to this purchase contract,
        or a pre-emptive right of this type no longer exists because the Obligated
        Party has become the owner of the master real estate by the time of purchase.d)
      said notary is
        in receipt of all liability-release documentation in a form suitable for
        the land registry with no conditions attached, or subject to such conditions
        of payment as can be met from the purchase price, in respect of all liabilities
        which have priority over the Beneficiarys priority notice and, according
        to the content of this contract, have to be eliminated.The
        redemption capital requested according to the notarys confirmation
        of due date by the proprietors of registered rights for liability release
        must be paid by the Beneficiary directly to the claimants without checking
        of correctness to the Obligated Partys account allowing for the
        purchase price. To this extent, the Obligated Party yields his claim to
        the payment of the purchase price to said holders of the rights who are
        being replaced. The Obligated Party renounces any right to receive the
        notices of acceptance. The Obligated Party will, however, retain his entitlements
        to reminders and the setting of dates and the like with respect to those
        portions of the purchase price claim thus surrendered. On payment of the
        redemption capital, the Obligated Party will surrender to the Beneficiary
        all proprietary rights and claims to refund to which he is entitled with
        due regard for any encumbrances entered on the property regardless of
        the legal grounds, and consents to the conveyance in the land registry,
        to which the Beneficiary agrees.If
        the Beneficiary does not receive the notarys notification of the
        availability of the due date requirements according to a) to d) until
        after the purchase date, the Beneficiary will undertake to refund the
        Obligated Party the amount of interest accruing during the period of time
        from the purchase date to the date of receipt into the Obligated Partys
        account. The Obligated Party and Beneficiary will reach an agreement on
        the interest no later than on the purchase date.Article
    4
  Further
    Terms of the Contract of Sale
  1.
      The
        sale will also extend to the essential parts of the object of purchase
        existing at the time of purchase and to those non-essential parts and
        accessories that are in the possession of the Obligated Party. Installations
        and fittings in the tax sense are not, however, the subject of this contract.2.
      The
        sale will be solely for commercial purposes and will be without the liability
        of the Obligated Party for identifiable or concealed defects, without
        the liability of the Obligated Party for any harmful alterations to the
        ground or for items of dangerous waste, and without the underwriting of
        a guarantee by the Obligated Party, in particular without the liability
        for the dimensions of the areas of ground belonging to the object of purchase.
        Claims for compensation for damage caused by the Obligated Party intentionally
        or with gross negligence and for compensation arising from death, personal
        injury, or damage to health that are due to negligent failure by the Obligated
        Party to meet an obligation are not, however, excluded. A breach of duty
        by the legal representative of the Obligated Party or by the party employed
        by the Obligated Party in performing an obligation of the Obligated Party
        will be the same as a breach of duty by the Obligated Party itself.
  Infineon alone
        will have used the object of purchase from the start of the real estate-leasing
        contract up to the time of purchase. The Beneficiary will therefore indemnify
        the Obligated Party against all claims by third parties that are made
        against the Obligated Party as a  previous  owner of the object
        of purchase on the basis of the provisions of the Federal Law on the Protection
        of the Ground, provided the Obligated Party is not responsible in the
        case concerned.If the conditions
        precedent mentioned in Article 2 paragraph 1 in connection with the object
        of purchase come about, or if a right of the Obligated Party in the object
        of purchase arises, and if at that time the Obligated Party has a liability
        of any sort that it has not taken over under this contract and which it
        has not brought about either intentionally or through gross negligence,
        the Beneficiary will completely indemnify the Obligated Party against
        the liability in question.The parties to
        the contract agree a period of limitations of thirty (30) years for the
        aforementioned rights of indemnity.3.
      The object of purchase
        must be transferred free from encumbrances to Sec. III of the Land Register,
        unless mortgages for financing the acquisition are executed by the Beneficiary.
        The encumbrances set out in the section I. of this contract and the encumbrances
        that are unavoidable for the Obligated Party (such as, for example, the
        reconstruction entry and reapportionment entry) and all encumbrances still
        to be agreed between the Obligated Party and Infineon in Sec. II of the
        Land Register will remain and will be taken over by the Beneficiary without
        being taken into account in the purchase price.4.
      Possession, benefits,
        burdens, risks, and the duty of care towards third parties will be transferred
        to the Beneficiary at the time of purchase, with possession and benefits,
        however, being transferred no earlier than on the day that the purchase
        price is paid. When possession is transferred, the Beneficiary will take
        over  thereby releasing the Obligated Party from liability 
        all duties of the Obligated Party arising from the building-lease contract
        mentioned in Article 1, even if these only relate to criminal law, and
        the implementation contract mentioned there in Article 1 for the project
        and development plan, together with addendums.5.
      Taxes and other
        public levies will be paid by the Beneficiary from the time of purchase
        onwards. Services of one or the other party for a different consumption
        period, and advance performances, will be settled between the parties
        to the contract. In addition, when requested to do so in writing, the
        Beneficiary undertakes without delay to indemnify the Obligated Party
        for all costs and taxes (in particular any trade tax) that have been borne
        by the Obligated Party or charged to it through or in connection with
        the sale and / or transfer of the object of purchase.6.
      Development costs
        that become due after the time of purchase will be borne by the Beneficiary.
        The same will apply to charges in accordance with the law governing local
        taxes and fees, municipal charter, and other federal, state, or local
        law.7.
      If agreements in
        the real-estate leasing contract (section.. of this document) provide
        for a distribution of costs and / or charges that is different from that
        in paragraphs 5 and 6 above, the agreements in the real-estate leasing
        contract will take precedence.8.
      If the Obligated
        Party has contractual or statutory claims against third parties in connection
        with the erection of the buildings on the object of purchase, these will
        be assigned to the Beneficiary with effect from the time of purchase,
        and the Beneficiary will accept the assignment. The assignment will be
        subject to the condition subsequent that the Obligated Party declares
        withdrawal from this contract.9.
      The Obligated Party
        will be entitled to withdraw from this contract if an approval or declaration
        that is necessary for the effectiveness and / or performance of this contract
        will only
        be issued or refused under a condition or requirement, or if the Obligated
        Party is used as an additional debtor for costs or taxes to be paid by
        the Beneficiary under this contract.
  The
        Obligated Party will also be entitled to withdraw from this contract if
        the Beneficiary has not paid the purchase price within a period of one
        week after the due date. The statutory rights of withdrawal remain unaffected.If
        the Obligated Party assigns claims, rights, or debts in this contract
        to the Beneficiary, these assignments will be subject to the condition
        precedent that the Obligated Party declares withdrawal from this contract.If
        a preferential right to purchase the object of purchase is exercised,
        the Beneficiary will not be entitled to make claims for damages against
        the Obligated Party because of non-performance of this contract. The Obligated
        Party will, however, be obliged in this case to assign its claim for payment
        of the purchase price against the party with a preferential right to purchase
         gradually in return for payment of the purchase price in accordance
        with Article 3  to the Beneficiary. The Beneficiary must accept
        this assignment. If the Beneficiary has a claim for repayment of a tenant
        loan against the Obligated Party, this will lapse with the declaration
        by the Obligated Party about the assignment to the Beneficiary of the
        claim for payment of the purchase price against the party with a preferential
        right to purchase, without this requiring an acceptance of the assignment
        by the Beneficiary.10.
      If
        Infineon has third parties enter into obligations arising from this contract,
        Infineon will in each case accept full joint and separate liability for
        these obligations being met. The Obligated Party will not be obliged to
        agree to a releasing assumption of liabilities of a third party in favor
        of Infineon.III.
    Land Register Declarations
  The
    conveyance or the real agreement on the transfer of the building lease is
    to be carried out if the purchase price (including value-added tax) and the
    real-estate transfer tax have been paid or if the relevant accounts receivable
    have expired by billing / setoff.
  The Obligated Party
      consents to and applies for a
      priority notice to be entered in accordance with paragraph 883 BGB in favor
      of the Beneficiary against the building lease entered in the Unterbiberg
      land registry, sheet 5978, for the purpose of securing the Beneficiarys
      conditional claim transfer of ownership/transfer of the building lease arising
      from this contract.
  The
    Obligated Party reserves the right to have mortgages to the amount of [**]
    euros, together with up to [**] percent ([**]%) annual interest from today
    and [**] percent ([**]%) one-off additional services, entered before the aforementioned
    approved priority notice. The entry of a relevant reservation of priority
    is approved. The notary making the record is herewith duly authorized to restrict
    the reservation of priority in accordance with the contract when the application
    to make the entry is made. It is agreedinter
    partesthat
    this power of attorney must only be used in agreement with the Obligated Party.
  The applications for
      the entry of the aforementioned approved priority notice and of the reservation
      of priority can be made independently of each other.
  
  The
    following is declared with contractual effect:
  In the Land Register,
      the priority notice will be given priority after all encumbrances entered
      and still to be entered in Sec. III of the Land Register for financing the
      acquisition of the object of purchase by the Obligated Party and for financing
      the erection of the buildings to be erected on the object of purchase during
      the time of possession by the Obligated Party.
  IV.
    Final Provisions
  All
    declarations and permits that are necessary for the effectiveness and / or
    performance of this contract will be effective with regard to all the parties
    involved when they are received either by the notary making the record, or
    by his representative, or by his successor in office.
  All costs that are
      incurred through the recording and performance of this conditional contract
      of sale and the conveyance and entry in the Land Register and the freeing
      from encumbrances in Sec. III, including the cost of all permits and the
      real-estate transfer tax, will be borne by the Beneficiary, provided they
      have not been incurred because the Obligated Party failed to carry out its
      duties arising from this contract or from other contracts concluded between
      the parties to the contract.
  The
    invalidity of one or more individual terms of this contract will not affect
    the validity of the remaining terms. The parties to the contract must replace
    the invalid terms with valid terms that come closest to achieving the business
    purpose of the invalid terms.
  (Note: This contract
      will become an annex to a framework document. As a consequence, the clause
      relating to the reading of the document aloud to the parties will only be
      part of the framework document.)


Supplementary
  Agreement No. 1 - "Rents" 
to Real-Estate Leasing Contract No. 181-614875 dated December 23, 2003

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    parameters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | The financing costs and interest on building finance, compensation for provision, and rents, as set out in Article 4 subsections 2 and 3 of the Real-Estate Leasing Contract, will be determined initially on the basis of indicative market data. They will be determined conclusively at the latest at the time of final billing in accordance with Article 2 of the Real-Estate Leasing Contract.                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|2.  | Long-term
    provision and fixing of rents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | The
       total rent will consist of an equity-capital portion and a loan-capital
       portion. These will each be calculated on the basis of the total investment
       costs, the selling costs agreed between the parties to the contract, and
       the discount. The basis for calculating total rent can be found in Annex
    1 to this supplementary agreement.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|2.1 | Fixing
      of long-term rents
for the equity-capital portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | It is
      the joint objective of the Lessor and Lessee to set by mutual agreement
      the interest rate to be used as the basis for calculating rent for the
      equity-capital portion, and the rents for the equity-capital portion, no
      later than before the equity capital is invested by the Lessor. To this
      end the Lessor will issue a proposal to the Lessee at least 4 weeks prior
      to the start of the investment under long-term, market-conformant conditions,
    taking into account the following parameters:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Risk-free
      basic interest for the corresponding term (loan of the Federal Republic
    of Germany)                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Risk
      margin for equity capital in real-estate leasing funds (rental funds),
      at normal market conditions, for comparable term and repayment structures,
    based on the Lessee's credit standing
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Market-conformant
      risk factor for the third-party use of the leasing object in the Munich
    real-estate market                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Changes
    to the framework conditions governing taxation as per 3.2                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | Annexes
      I - Id to this Supplementary Agreement dated December 23, 2003 have been
    defined as reference documents for determining market conformity.                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | A change
      to the return on net worth compared with the reference must be evidenced
    by a change to the above parameters and set out clearly by the Lessor.                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | Where
      no agreement is reached, the Lessor will determine the interest and the
    rents for the equity-capital portion on the basis of the parameters specified.                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | The annexes
    to this Supplementary Agreement must be adjusted accordingly at this point.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|2.2 | Long-term
      provision and
fixing of rents for the loan-capital portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             
|    | The
      rents for the loan-capital portion will initially remain open, but not
      beyond the start of the overall term of the lease (takeover of the subject
    of the leasing contract by                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                             

---



|   | the Lessee
      in accordance with Article 1 of the Real-Estate Leasing Contract). Until
      this date, the Lessee will have the right at any time to demand that the
      Lessor fix the rents for the estimated loan-capital portion on the basis
      of the current market conditions for long-term financing specified by the
      Lessor. The period for which the interest rate is fixed will be agreed in
      each case between the Lessor and the Lessee, but it will last at least until
      the end of the tenth year of the lease.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Total
      rent for the first rental period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | Year
    of lease |  | Total rent (net) *
      
    p.a. in euros | 
| | ----------------- |  | ------------------------------------------- | 
| |                   | 
| | 1 -3              |  | [**]                                        | 
| | 4 -5              |  | [**]                                        | 
| | 6 -10             |  | [**]                                        | 
| | 11 -15            |  | [**]                                        | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | * See Annex I for
        the apportionment of total rent between the equity-capital portion and
    the loan-capital portion.                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | In the event that
        the interest rate agreed for the loan-capital portion (see 2.2) does
        not correspond to the interest rate defined in 3.1, rent will be calculated
        on the basis of the interest rate offered by the providers of loan capital
        and approved by the Lessee. The contribution to administrative costs
        in accordance with section III subsection 7 of the Real-Estate Leasing
        Contract is not included in the total rent defined in this supplementary
    agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 3.2 | Adjustments
    in the equity-capital portion of the rents                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | The rent adjustments
        will be calculated on the basis of the tables enclosed as Annex I-Id.
        In each case, the yields are to be calculated on the basis of the top
    tax rates applicable at the time.                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |  | 3.2.1 | The fund concept
      is based on the assumption that the subject of the leasing contract will
      be completed by December 20, 2005 at the latest, and that the Lessor's shareholders
      will be able to take advantage of the aforementioned income-related expenses
      in the 2005 assessment period.                                                                                                                                                                                                                                    
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | If the subject of
      the leasing contract is not completed until after December 31, 2005, and
      if the aforementioned income-related expenses are only assigned to the Lessor's
      shareholders in later assessment periods, the Lessee likewise undertakes
      to compensate for the resulting disadvantages to the Lessor's shareholders
      (reduced interest return after tax) through correspondingly higher rents.
      These calculations are based on the top tax rates applicable at the time,
      based on Annexes I  Id.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---



| |     | 3.2.2                                                                                                                                                                                             | If, in addition
        to this, the framework conditions affecting tax have changed by the time
        the equity capital is invested, at the latest by the time the subject
        of the leasing contract is completed, and if these changes result in
        the advantages being less than were planned for the equity capital not
        yet invested (reduced interest return after tax), the Lessee must also
        compensate for these disadvantages by paying higher rent, taking into
    account the information given in subsection 2.1 and Annexes I  Id.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                   | This compensation
        is made on the basis of subsection 2.1, and also applies to equity-capital
        portions already invested, insofar as it is a mandatory requirement to
    provide compensation to the shareholders.                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                   | Changes in the framework
        conditions affecting tax could include changes in the law, new legal
        rulings, and changes in the concept of financial administration. They
        can also include specifically planned changes in the laws of precedent
        and in the concept of financial administration, provided they are known
        before the equity capital is invested and that they come into force after
    the investment has been made.                                                                                                         
| |     |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | The Lessee must
        be appropriately notified of any changes that lead to an adjustment of
        rents for the equity-capital portion on the basis of what is set out
    in 3.2.1  3.2.2.
| |     |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 3.3 | Adjustments
    in the loan-capital portion of the rents                                                                                                                                         

| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 3.3.1 | Rent adjustments
      in the event of changes in the Lessee's balance sheet ratios                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | The Lessor has agreed
      with the consortium of banks that conditions can change in line with set
      balance-sheet ratios of the Lessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |       | If the terms of the
      loan are adjusted as a result of this agreement, the adjustment will also
      apply to the loan-capital portion of the rent. The individual ratios governing
      this can be found in Annex III. The [**] given there relate to the [**].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | 3.3.2 | Rent conversions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | On expiry of the
      agreed fixed rent period as set out in 2.2, the loan-capital portion of
      the rents will be adjusted to the changed conditions for external finance
      on the capital markets. The Lessor must contact the Lessee no later than
      three months before the conversion date and must enter into negotiations
      regarding continued cover for the refinancing. If the Lessor and the Lessee
      are unable to reach agreement on the rate of interest for the loan-capital
      portion of the rents, the Lessee will be entitled and bound to obtain a
      replacement loan. The nominal rate of interest on this loan must, however,
      be at least [**]% p.a. more favorable than that on the loan envisaged by
      the Lessor. In addition, the replacement loan obtained by the Lessee must
      not make the risk position of the Lessor less favorable than it was with
      the previous financing arrangements. If agreement on the interest rate cannot
      be reached, the Lessor must base the calculation of rent from the conversion
      date onwards on the interest rate for loans offered to it by the current
      bank or consortium of banks. The costs of any refinancing must be borne
      by the Lessee.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       | The Lessor must fix
      the rents for the new fixed rent period by using the same method of calculation
      and by taking into account any repayments in the rent paid to date and the
      interest rate agreed with the Lessee for the remainder of the first rental
      period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---



|   | 3.4                                                                                                                                                                                                                                                                                                                                                                            | Amount by which
        the anticipated total investment costs may be exceeded (as set out in
    section III of the Real-Estate Leasing Contract)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                | If the total investment
        costs are exceeded, cover will be provided by means of additional borrowing,
        unless the costs have been exceeded because of something the Lessee has
        done or has failed to do, as defined in section III, Article 2 of the
        Real-Estate Leasing Contract. In such a case, the Lessor will be able
        to demand that the Lessee guarantees the Lessor a loan to the appropriate
        amount in accordance with Article 2 subsection 4 of the Real-Estate Leasing
        Contract. The interest return and the amortization must meet the requirements
        of the Lessor in each case. The interest return must comply with current
        market conditions. If total investment costs are exceeded, the total
        rent will be changed by the amount needed to service the additional funds
    needed for financing purposes.
|   |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Financing costs
    and interest on building finance                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Lessor will
        use the interest rate agreed with the Lessee for interim financing in
        accordance with the provisions of the Real-Estate Leasing Contract in
        order to fix the financing costs and interest on building finance for
        the investment costs paid out, as defined in Article 4 subsection 2 of
    the Real-Estate Leasing Contract.
|   |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|Düsseldorf,
      23.12.2003 |  | Munich,
      23.12.2003        
|---------------------------- |  | --------------------------------
|                             |  |                                 
|                             |  |                                 
|                             |  |                                 
|/s/
        Gubelt           |  | /s/
        Henschel   /s/ Ebert
|-
      The Lessor -         |  | -
      The Lessee -            
|                             |  |                                 

---



Annex Ia



|taxable
      profits of the object company
|-------------------------------------------
|                                           
|                                           
|Period                                     
|                                           
|2005                                       
|2006                                       
|2007                                       
|2008                                       
|2009                                       
|2010                                       
|2011                                       
|2012                                       
|2013                                       
|2014                                       
|2015                                       
|2016                                       
|2017                                       
|2018                                       
|2019                                       
|12/31/2020                                 
|                                           
|Total                                      
|                                           

---



Annex Ib



|Premises                                                       
|---------------------------------------------------------------
|                                                               
|                                                               
|Split
      of Deductible costs:                               
|                                                               
|Interim financing                                              
|                                                               
|[**]                                                           
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|Further
      Assumptions:                                     
|                                                               
|–   Total
      Investment Cost:                               
|                                                               
|–   Repayment
      of Debt pro rata per instruction of 7/11/02
|                                                               
|–  
      Completion in 2005                                   
|                                                               
|–   Purchase
      Price:                                      
|(plus
      Admin fee)                                         
|                                                               
|[**]                                                           
|(based
      on actual annual rent)                            
|                                                               
|–   rentable
      area (GIF):                                 
|                                                               
|                                                               
|                                                               
|–   Market
      rent / month:                                 
|(per
      Value instruction BLB)                              
|                                                               
|                                                               
|                                                               
|–   assumed
      rent increase:                               
|                                                               
|                                                               

---



Annex Ic



|Planned
      liquid assets calculation for a holding of € 100.000,--
|---------------------------------------------------------------------
|                                                                     
|Fiscal
      Year                                                    
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|(1)                                                                  
|                                                                     
|                                                                     
|2005                                                                 
|6/30/2006                                                            
|2006                                                                 
|2007                                                                 
|2008                                                                 
|2009                                                                 
|2010                                                                 
|2011                                                                 
|2012                                                                 
|2013                                                                 
|2014                                                                 
|2015                                                                 
|2016                                                                 
|2017                                                                 
|2018                                                                 
|2019                                                                 
|12/31/2020                                                           
|                                                                     
|                                                                     
|Proceeds                                                             
|                                                                     
|                                                                     
|                                                                     
|Total                                                                
|                                                                     
|Total incl.
      Investment amount                                  
|                                                                     

Example Presentation

|*1) | Solidaity premium
      is caluclated for the entire period.
|--- | ------------------------------------------------------------
|    |                                                             

---



Annex Id



|Profitability
        calculation for a holding of 100.000, --
|--------------------------------------------------------------
|                                                              
|Fiscal
      Year                                             
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|(1)                                                           
|                                                              
|                                                              
|2005                                                          
|6/30/2006                                                     
|2006                                                          
|2007                                                          
|2008                                                          
|2009                                                          
|2010                                                          
|2011                                                          
|2012                                                          
|2013                                                          
|2014                                                          
|2015                                                          
|2016                                                          
|2017                                                          
|2018                                                          
|2019                                                          
|12/31/2020                                                    
|                                                              
|                                                              
|Proceeds                                                      
|                                                              
|Total                                                         
|                                                              

Example Presentation

---



Annex II



|Liquid
      assets of the object company
|-----------------------------------------
|                                         
|                                         
|                                         
|                                         
|Year                                     
|                                         
|                                         
|                                         
|                                         
|                                         
|2020                                     
|2021                                     
|2022                                     
|2023                                     
|2024                                     
|2025                                     
|                                         
|                                         
|                                         

---



Annex III to Supplementary
Agreement No. 1 RentsTo Real-Estate Leasing Contract No. 181-614875 dated December 23, 2003

Covenant agreements

| | Equity-capital
      ratio = Ratio 1                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                |      | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---- | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Total
      equity capital +   |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | minor
      convertible debts  |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                | [**]
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Total
      liabilities        |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |      | 
| | Debt
      ratio = Ratio 2                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Debt                           |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                | [**]
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Total equity capital
        + |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | minor
      convertible debts  |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |      | 
| | The
      debt is defined as the sum of short-term financial liabilities and those
      components of long-term financial liabilities that are due in the short
      term, plus long-term financial liabilities without components that are due
      in the short term.                                                                                                                                                                                                                     |  |                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |      | 
| | Liquidity
      ratio = Ratio 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Liquidity                      |      | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                | [**]
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Short-term
      liabilities   |      | 
| | Definition
      of liquidity: cash and cash equivalents + current marketable securities
      + receivables from third parties + 80% inventories                                                                                                                                                                                                                                                                                                                                              |  |                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |      | 
| | Definition
      of short-term liabilities: sum of short-term liabilities - 25% accruals
      - short-term deferred taxes on the liabilities side (where these are covered
      by short-term deferred taxes on the assets side) - short-term liabilities
      insofar as these are used to finance the "cash and cash equivalents kept
      as securities" - short-term liabilities insofar as these result from a mark-to-market
      valuation of derivatives recorded as liabilities.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                |      | 
| | The Lessee agrees to provide
      written confirmation of its [**]) with regard to the [**] of the Infineon
      group in the form of a rational, complete and traceable calculation within
      [**] days after the end of each [**]. This calculation is based on the information
      published in the relevant [**] report in the [**], supplemented by the Lessee
      with the [**]                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                               

---



| | [**]:                                     |     
| | ----------------------------------------- | ----
| |                                           |     
| | Provided
      that and as long as [**].:
| |                                           |     
| | [**]                                     
| |                                           |     
| |                                           | [**]
| |                                           |     

---



Supplementary
  Agreement No. 2 to Real-Estate Leasing Contract No. 181-61
  4875 dated December 23, 2003

Security
  for Rent

|  
|--
|  
|1.
|  
|  
|  
|2.
|  
|3.
|  
|4.
|  
|5.
|  
|6.

Once the Real-Estate Leasing
  Contract has come to an end, the Lessor must render an account relating to the
  security, and must release any parts that are not needed.



|Düsseldorf,
        23.12.2003 |  | /s/
        Gubelt               
|------------------------------ |  | ---------------------------------
|Place,
      date              |  | The
      Lessee                 
|                               |  |                                  
|                               |  |                                  
|Munich, 23.12.2003             |  | /s/ Henschel      /s/
      Ebert
|Place, date                    |  | The Lessor                       
|                               |  |                                  

---





|Annex
      1to Supplementary
      Agreement No. 2 "Security for Rent" to Real-Estate Leasing Contract No.
      181-61 4875 dated December 23, 2003
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                     
|Pledge
      of a credit balance
      in favor of the Lessor                                                                                        
|                                                                                                                                                     
|Account
      no. ................... with a credit balance of € [**] has been opened                                                                

|    |                                                                |                                                  
|--- | -------------------------------------------------------------- | -------------------------------------------------
|for | Infineon Technologies
      AG, Munich                        
|    |                                                                |  hereinafter
      referred to as "the Lessee" 
|    |                                                                |                                                  
|at  | Bayerische Landesbank,
      Brienner Strasse 18, 80333 Munich
|    |                                                                |  hereinafter
      referred to as "the Bank"   

|   |                                                                                                                                                                                                           | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|1. | Pledge                                                                                                                                                                                                   
|   |                                                                                                                                                                                                           | 
|   | The
        credit balance of € [**] in the above account is herewith pledged
        to the Lessor in order to safeguard all current and future claims including
    conditional and fixed-term claims
|   |                                                                                                                                                                                                           | 

| | of | MoTo Objekt Campeon
    GmbH & Co. KG, Düsseldorf
| | -- | -------------------------------------------------
| |    | hereinafter
    referred to as "the Lessor"    
| |    |                                                  

|   | against
      the Lessee that arise from Real-Estate Leasing Contract No. 181-61 4875
      dated December 23, 2003 together with Supplementary Agreements Nos. 1 +
      2.                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                        
|   | The
      Lessor will be entitled to transfer the safeguarded claims, including the
      security, to its outside investors (for the subject of the leasing contract),
      but only after acceptance of construction for the subject of the leasing
      contract.                 
|   |                                                                                                                                                                                                                                                                                        
|   | The
      Lessee will be solely entitled to the interest from this credit balance.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                        
|2. | Notice
      of pledge                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                        
|   | The
      Lessee undertakes to notify the Bank without delay of this pledge, and to
      request that confirmation of the receipt of the notice be sent to the Lessor.
      At the same time, however, the Lessee also authorizes the Lessor to give
      such notice on its behalf.
|   |                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                        

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3.
      AssuranceThe
          Lessee gives assurance that it is the unrestricted holder of the right
          to this credit balance, that, in particular, this credit balance has
      not been transferred to a third party or apart
      from the lien under the General Terms and Conditions of Business of the
      Bank is not encumbered with rights of third parties, that the Bank
      is not entitled to any pecuniary claims suitable for setoff or authorized
      for retention, and that it will also not permit such counterclaims to come
      into force without the prior consent of the Lessor, as long as this pledge
      is valid and such transfers could put at risk the rights of the Lessor.4.
      Right
      of exploitation of the LessorDuring the period
          of the Real-Estate Leasing Contract, the Lessor will be able to use
          the pledged credit balance to satisfy any claims secured by this agreement
          that have become due either wholly or in part. The Lessor will be able
          to use the security as soon as the case has arisen, but only after
      acceptance of construction for the subject of the leasing contract.a)
      The Lessee will
          then be obliged to increase the pledged credit balance to the original
          amount in accordance with paragraph 1 of this agreement within one
          month of being requested to do so by the Lessor. The pledge will then
          also extend over the replenished amount, without the need for any special
      agreement on this point.The Lessor will
          only use the amount that is needed to meet the claims that have become
      due.b)
      The Bank will
          be entitled and obliged to pay the required amount at the first request
          of the Lessor. It must not do so, however, until four weeks have elapsed
          since the dispatch and receipt of notification about the request from
      the Lessor to the Lessee. The Lessor must indicate in this request that
          the Lessee has failed to fulfill all or some of its contractual obligations
          arising from the above Real-Estate Leasing Contract and the situation
          must have arisen in accordance with Supplementary Agreement No. 2.
          The Lessee herewith declares that it agrees to the sending of such
      notification from the Lessor by registered letter.The Bank will
          not be obliged to check the justification and maturity of the Lessor's
          request (security maturity), but it must give the Lessee an opportunity
          to be heard no later than after the sum has been paid, and it must
          produce clarification of the justification regarding the request to
      pay in the event of there being any objection.5.
      Setoff
      liena)
      A Lessee setoff
          with the claim for repayment from the pledged credit balance against
          due claims of the Lessor during the period of the Real-Estate Leasing
      Contract is ruled out.b)
      The Lessee must
          ensure that the Bank declares in its confirmation of the pledge to
          the Lessor that it withdraws its lien in accordance with section 14
          of the Bank's General Terms and Conditions of Business in favor of
      the lien based on this agreement.


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6.
      Termination
        of the agreementThe
        Lessor must release the  remaining  credit balance without
        delay once the Real-Estate Leasing Contract has come to an end and the
        Lessor's claims that are secured by this agreement have been fully satisfied.7.
      Legal
        validityIf
        any term of this contract is not legally valid or is not carried out,
        this will not affect the validity of the remainder of the contract. Munich,2.9.2004
      
      /s/
          Kaum   /s/ GerardPlace, date
      
      The LesseeDüsseldorf,
        3.9.2004
      
      /s/ Schürmann
        /s/ DasenbrockPlace, date
      
      The Lessor


| | We have
      taken note of the aforementioned pledge agreement. We confirm receipt of
      the notice of pledge. We waive the rights to setoff / retention for the
      duration of the pledge, and we withdraw the lien under our General Terms
      and Conditions of Business in favor of its lien. We are not aware of any
      rights of third parties.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                   |  |                                   
| | ----------------- |  | ----------------------------------
| |                   |  |                                   
| | Munich, 10.9.2004 |  |                                   
| |                   |  | /s/
        Landsberger /s/ Nigges
| | Place,
      date |  | The
      Bank                    
| |                   |  |                                   

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Annex 2to Supplementary Agreement No. 2 "Security for Rent" to Real-Estate Leasing Contract No. 181-61 4875 dated December 23, 2003

Rent
  Guarantee

to secure certain claims on the part of the Lessor

Within the context of Real-Estate Leasing Contract No. 181-61 4875 dated December 23, 2003 and its Supplementary Agreement No.2,

|we [Guarantor]
      hereby offer a full                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|in the
      form of an absolute promise to pay                                                                                                  
|                                                                                                                                                 
|for all
      current and future claims including
      claims subject to time limits or other conditions
      that are entitled to be made by
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|under
      the aforementioned Real-Estate Leasing Contract and Supplementary Agreements
      Nos. 1 and 2                                      
|                                                                                                                                                 
|against
      Infineon Technologies AG, Munich                                                                                                   
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 

|1.                                                                                                                                                                                                                                    | Scope
      of the Guarantee                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|                                                                                                                                                                                                                                      |                                                                 
|Under
      the terms of this Guarantee, we shall only be liable for claims that do
      not exceed the maximum amount stated above. We shall only be obliged to
      make payments in cash for claims arising from this Guarantee.
|                                                                                                                                                                                                                                      |                                                                 
|2.                                                                                                                                                                                                                                    | Exercise
      of claims under the Guarantee / waiver of defense
|                                                                                                                                                                                                                                      |                                                                 
|                                                                                                                                                                                                                                      | a)                                                              
|                                                                                                                                                                                                                                      |                                                                 

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | We shall
      not be obliged to verify that any claim made by the Lessor is justified
      or due. After payment, however, we shall obtain a statement from the Lessee
      regarding the payment and the justification for it. If the Lessee is not
      in agreement with the payment made, efforts must be made to ensure that
      the Lessee and the Lessor come to a satisfactory arrangement.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | b)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Transfer
      of securities                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | a)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | b)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | c)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | d)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Offsetting
      of payments received                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          
|The Lessor
      may initially offset any revenue from the redemption of securities pledged
      to it by the Lessee, or other third parties, against the portion of its
      claims that are due that is in excess of the maximum guaranteed amount mentioned
      above. This also applies to the securities that we have pledged to provide
      additional security for claims made against the Lessee, unless these were
      intended to secure the Guarantee. In the same way  that is to say
      primarily in relation to the portion of its claims that is not guaranteed
      here  the Lessor may charge all payments made for and on account of
      the Lessee as an expense.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                          

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|5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Additional
      guarantee declarations     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|This
      Guarantee will apply in addition to any other guarantees or securities provided
      by us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Prolongation
      and release of securities
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|We shall
      not be released from our guarantee obligation if the Lessor grants the Lessee
      prolongation, if it releases other guarantors from their obligations, or
      if it releases other securities, and in particular if the Lessor grants
      rights of disposal to properties subject to the Lessors lien in the
      proper execution of its business relationship with the Lessee or in order
      to safeguard legitimate interests of the Lessee or the Lessor. We shall
      also not be released if the Lessor waives the right to securities in order
      to fulfill release obligations arising from other securitization agreements.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Life
      of the Guarantee                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|This
      Guarantee will expire when the Guarantee Declaration is returned to us.
      The Guarantee Declaration must be returned once all safeguarded claims have
      been fully met.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|The right
      to terminate the Guarantee, such as, for example in the event of a significant
      deterioration in the assets of the Lessee, is excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Legal
      validity                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             
|If one
      or more provisions of this Guarantee are not legally effective or are not
      implemented, the validity of the Guarantee as a whole will not be affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             

|            |  |              
|----------- |  | -------------
|            |  |              
|            |  |              
|            |  |              
|Place, date |  | The Guarantor
|            |  |              

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