Real Property Lease BY Sogefimur And Auxicomi

NOTARY/CLERK: GT


CASE FILE No.: 021016


21 OCTOBER 2002


REAL PROPERTY LEASE


BY SOGEFIMUR AND AUXICOMI


TO S.F.E.A.


(stamp: NOTARY'S OFFICE) 9, rue d'Astorg 75384 Paris Cedex 08


SIMPLE COPY
(not authoritative)


313512 01 /B8/SG


COMMERCIAL LEASE


By "SOGEFIMUR" AND "AUXICOMI"


to SOCIETE DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES:


ON TWENTY-ONE OCTOBER, IN THE YEAR TWO THOUSAND AND TWO,


Before Mr Guy Thienot, a partner notary of civil law
professional partnership "Guy Thienot, Olivier Thienot, Notaires
Associes, in Reims (Marne), at 23 rue Libergier.


Replacing his colleague


Ms Eliane Fremeaux, a partner notary of "Nicolas Thibierge, Andre Pone, Pierre Pecheteau, Eliane Fremeaux, Henri Palud, Herve Sarazin, and Jean-Francois Sagaut", a civil law professional partnership with a notarial office with its registered office located in Paris (8th arrondissement) at 9 rue d'Astorg.


With the participation of Mr. name, a notary in Paris (17th arrondissement), adviser of Auxicomi, a company.


And Mr. Guy Thienot, a notary in Reims, adviser of the Finance-Lessee.


Duly notarised this document containing a:


COMMERCIAL LEASE


BETWEEN:


1) The company called "SOGEFIMUR", a public limited liability company with capital of E.55,854,600, with its registered office located in Paris (9th arrondissement), at 29, bd. Haussmann, identifIEd under SIREN number 339 993 214, registered with the Paris Registrar of Companies.


Represented by: Ms Goussem Selmane, pursuant to the powers granted to her by Mr Bruno Sbalchiero, pursuant to a private power of attorney made at Courbevoie (Hauts de Seine) on 18 October 2002, the original of which is annexed hereto.


Mr Sbalchiero, acting as special representative pursuant to the powers granted to him on 30 September 2002 by Mr Herve Pougin,


SAID Mr Herve Pougin, having himself acted as assistant managing director of "SOGEFIMUR", a position to which he was appointed and that he accepted following the deliberations of said company's Board of Directors on 30 May 2002, a certified copy of which has been filed with the records of Ms Eliane Fremeaux, aforementioned notary, on 4 October 2002.


2) The company called "AUXICOMI", a public limited liability company with capital of E.3,625,000, with its registered office at Maisons-Alfort (Val de Marne), at 27-31 avenue du General Leclerc, identified under SIRET number 329 121 404, registered with the Creteil Registrar of Companies.


Represented by:


Mrs Marie Bialais, domiciled at Maisons-Alfort (Val de Marne), at 27-31 avenue du General Leclerc.


Acting in the name and on behalf of Auxicomi pursuant to the
powers granted to her by Mr Gerard Levy, domiciled at Maisons-Alfort
(94170), at 27/31 avenue du General Leclerc, pursuant to a document
notarised by Ms Sylvie Gouguenheim, undersigned notary in Paris, on 11
July 2002.


Said Mr Gerard Levy, having himself acted pursuant to the
powers granted to him by Mr Jean-Pierre Orcil, managing director of
said company, pursuant to a document notarised by Ms Sylvie Gougenheim,
undersigned notary in Paris, on 11 July 2002.


Said Mr Jean-Pierre Orcil, appointed to said position pursuant
to a deliberation of said company's Board of Directors on 17 May 2002,
a certified copy of which was filed with the records of the civil law
professional partnership called "Pierre Rochelois, Marie-Caroline
Bessins, Chantal Benoit and Sylvie Gougenheim, partner notaries in
Paris, on 11 July 2002.


Said companies, hereinafter referred to in the rest of the document as "the Finance-Lessor".


Said companies acting jointly between them, on an EQUAL basis.
Sogefimur is the leading firm.


FIRST PARTY


AND:


"SOCIETE DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES", known in abbreviated form as S.F.E.A., a public limited liability company with capital of E.77,749, with its registered office in Betheny (51450), chemin de lA Potiere, identified under SIREN number 336 580 378, registered with the Reims Registrar of Companies.


Represented by:


Mr Olivier Irdel, domiciled at said company's registered office.


PURSUANT to the powers granted to him by a deliberation of said company's Board of Directors on 21 May 2002, a certified copy of the minutes of which is annexed hereto.


Said company is referred to hereinafter in the rest of the document as "the Finance-Lessee"


SECOND PARTY


RECITALS


In order to ensure the clarity of this document, it is hereby stipulated that the commercial lease is presented as follows:


INTRODUCTION


PART ONE - PRELIMINARY AGREEMENTS


CHAPTER I - FINANCE-LESSOR'S COMMITMENTS


CHAPTER II - FINANCE-LESSEE'S COMMITMENTS


CHAPTER III - LAPSING OF THE PRELIMINARY AGREEMENTS


PART TWO - COMMERCIAL LEASE


CHAPTER I


Article 1 - Commercial lease


Article 2- Term of the commercial lease


Article 3- Option to terminate by the Finance-Lessee


Article 4- Inventory of the premises - Putting into compliance with standards


A - Inventory of the premises


B - Putting into compliance with standards


Article 5 - Liabilities that could result from the use of the building leased, as well as from its structure


CHAPTER II - CONDITIONS


Article 6- Occupation conditions


A- Allocation of the premises


B - Enjoyment of the premises


C - Usage authorisations


D - Easements (if any)


E - Building estate: "Les Naux"


F - Conditions for the allocation of subsidies


Article 7 - Work carried out during the term of the commercial lease


A - Maintenance - Repairs


B - Fitting out - Enlargement- Extension work


C - Changes of layout


D - Finance-Lessee's liability as a result of the work


E - Inspection visits


Article 8- Furnishings


Article 9 - Pledging - Examination of the Finance-Lessee's financial position


A- Pledging


B- Examination of the Finance-Lessee's financial position


Article 10 - Subletting


Article 11 - Assignment of the Finance-Lessee's right to the commercial lease


A- Assignment of the right to the commercial lease


B- Receivership or legal liquidation


Dissolution of the Finance-Lessee


Article 12 - Finance-Lessor's obligation if the building is sold


Article 13- Contributions - Taxes - Charges


A - Contributions


B - Taxes and charges


C - Expenses incurred for examination and verification visits


D - Charges related to the building estate


Article 14- Value Added Tax


Article 15 Expenses - Charges - Fees


CHAPTER III - SAFETY - INSURANCE - LOSSES


Article 16 - Safety/Security


Article 17 - Insurance


I- Construction insurance


II- Insurance during the term of the commercial lease


A - Content of the guarantees that must be taken out


B - Conditions for the implementation of the guarantees


C - Finance-Lessee's liability if the insurance is implemented


D - Maintenance of the guarantees over time


III - Finance-Lessee's obligation in the event of a loss


Article 18 - Loss - Reconstruction


A - Partial loss


B - Total loss


C - Reconstruction authorisation


D - Reconstruction - Repair


E - Provisions concerning rent


CHAPTER IV - FINANCIAL EXPENSES


Article 19 - Origination fees - Advance rent payments


1/ Origination fees


2/ Management expenses


3/ Subsidy management commission


4/ Lessee's loan


5/ Advance rent payments


Article 20 - Base for calculating the rent


Article 21 - Commercial lease rent


A - Determination of the rent


B - Indexing of the rent


C - Elimination of the rates used


Article 22 - Payability of the rent - Final financial summary - Summary statement and table prepared in accordance with the provisions of Decree No. 95-617 of 6 May 1995


Article 23- Payment of the value added tax and charges and other taxes


Article 24- Penalty interest


CHAPTER V- TERMINATION OF THE COMMERCIAL LEASE


Article 25- Termination by the Finance-Lessor


Article 26- Receivership or legal liquidation - Dissolution of the Finance-Lessee


Article 27- Failure to obtain the certificate of conformity


Article 28- Compensation if the commercial lease is terminated


CHAPTER VI - EXPROPRIATION - REQUISITION


Article 29 - Expropriation of the building


A - Total expropriation


B - Partial expropriation


C - Dispute concerning the expropriation compensation


Article 30 - Requisition of the building


PART THREE - UNILATERAL PROMISE TO SELL


Article 31 - Promise to sell


Article 32 - Sales price


A - Determination of the sales price


B - Increase of the sales price (if applicable)


PART FOUR - GUARANTEES


Article 33 - Pledging of the commercial lease contract


Article 34 - Letter of intent from Brink International BV


PART FIVE - SUNDRY PROVISIONS


Article 35 - Publication


Article 36 - Powers


Article 37 - Valuations


Article 38- Statements


Article 39 - Assignment of jurisdiction


Article 40 - Law on data processing and privacy and professional secrecy


Article 41 - Choice of address for notification purposes


Prior to the agreements that are the subject hereof, the parties stated the following:


RECITALS


- I -


For the needs of its activity, the Finance-Lessor wishes to have access to (but without assuming ownership of) a building to be used for industrial manufacturing, located in Betheny (Marne),


With a view to financing this transaction, it contacted the Finance-Lessor. The object of this transaction, as defined by Article L. 313-7 of the Monetary and Financial Code (codification of Act No. 66-455 of 2 July 1966) in respect of companies engaged in leasing, is the leasing of non-equipped buildings for professional use.


- II -


The Finance-Lessee has asked the Finance-Lessor to:


o acquire for this purpose a plot of land located on the territory of Betheny
(Marne),


o finance the work to build the building within the framework of a delegated
contracting authority contract,


o lease it the entire premises, within the framework of a commercial lease
contract, for a period of twelve (12) years.


The Finance-Lessor granted the Finance-Lessee's request.


- III-
BUILDING PERMIT


The permit to build the building that is the object of this lease was issued by the mayor of Betheny (Marne) on 31 December 2001 under No. PC 5105501J1027.


The Finance-Lessee declares that, in accordance with the provisions of Article R. 421-39 of the Town & Country Planning Code, the aforementioned building permit has been displayed, specifically:


* at City Hall: as indicated by an attestation issued by the mayor of Betheny (Marne) on 1 August 2002.


* at the site: as indicated by a report establishing facts prepared by Mr Vincent Bombart, a court bailiff in Reims (Marne), on 18 January 2002.


The Finance-Lessee declares and guarantees the Finance-Lessor that to date, the aforementioned building permit has not been the object of:


o any contentious recourse on the part of third parties,


o any administrative recourse (non-contentious or involving an appeal to a
higher administrative authority),


o any cancellation or withdrawal.


- IV -
CLASSIFIED FACILITY


- - Authorisation


The Finance-Lessee declares that its activity is subject to the authorisation regime pursuant to the regulation on classified facilities for environmental protection.


Pursuant to a letter dated 3 October 2002, the chief administrative officer of the La Marne departement sent the Finance-Lessee a draft prefecture authorisation decree.


The Finance-Lessee undertakes not to use the building that is the object thereof until the final prefecture authorisation decree has been issued.


- V -


Pursuant to a document notarised by Mr Guy Thienot, a notary in Reims (Marne), dated today (21 October 2002)


The Finance-Lessor acquired from the Finance-Lessee


The base plot of land that is the object of this commercial lease contract.


The sale was granted and accepted in exchange for the price of FIVE HUNDRED AND FIFTY-SEVEN THOUSAND, FIVE HUNDRED AND SIX EUROS AND SIX CENTS (E.557,506.06), excluding value added tax, paid in cash, in said document, which contains receipt thereof.


The acquirer has borne all of the sale's expenses, fees and charges.


In said document the parties have made the customary declarations applicable to such a case.


An official copy of this document will be published at the Bureau des Hypotheques [Mortgage Office] before, or at the latest, at the same time, hereof.


- VI -


The Finance-Lessor has applied for subsidies of roughly THREE HUNDRED AND EIGHTY THOUSAND EUROS (E.380,000) with various subsidising entities.


If these subsidies are granted and collected by the Finance-Lessor, the latter undertakes to repay this entire amount to the Finance-Lessee in the form of advances on rent payments, as will be indicated hereunder in Article 21.


In the event that the Finance-Lessor repays the entities the amount of these subsidies as a result of the Finance-Lessee's failure to satisfy its obligations, pursuant to the decrees that will be issued and/or agreements that will be signed, or for any reason whatsoever, the latter undertakes to repay the Finance-Lessor in accordance with the terms defined below in Article 21.


Finally, the Finance-Lessee releases the Finance-Lessor from any liability if these subsidies cannot be obtained for any reason whatsoever. In this case, the lease shall continue for the entire investment defined in Article 20 hereunder.


In addition, the Finance-Lessee declares that it is fully aware that these applications for subsidies are currently in the process of being considered and expressly requires the Finance-Lessor to formalise this transaction without awaiting the handing down of the decision to grant said subsidies, which it undertakes to do. In this connection, it hereby releases the Finance-Lessor from any liability if said subsidies are not granted.


WHEREFORE, the parties proceeded to the agreements that are the object hereof.


PART ONE


AGREEMENTS PRECEDING THE LEASING PERIOD


These preliminary agreements shall govern the relationship between the parties as of this date and until the date of completion of the work to build the building, as will result from the provision of the premises between the parties stipulated in the delegated contracting authority contract analysed hereunder.


CHAPTER I


THE FINANCE-LESSOR'S COMMITMENTS


NONE


CHAPTER II


THE FINANCE-LESSEE'S COMMITMENTS


1/ CONTRACTING AUTHORITY DELEGATION


Pursuant to a private document concluded in Paris today, a copy of which, together with the specific technical specifications, will be attached and annexed to the original hereof,


The parties hereto have concluded a contract for the project's management, the result of which will be:


o The work must be carried out under the responsibility of the
Finance-Lessee, acting as delegated contracting authority, in accordance
with the stipulations of the building permit, as well as the descriptive
plans and estimates prepared by the architect and approved by the
Finance-Lessor.


o The cost of the work cannot exceed SIX MILLION, TWO HUNDRED AND
NINETY-EIGHT THOUSAND, NINE HUNDRED AND FIFTY-SIX EUROS AND NINETY-FOUR
CENTS (E.6,290,956.94), excluding value added tax, and including any and
all ancillary amounts.


o The cost of the work shall be repaid by the Finance-Lessor to the
Finance-Lessee as and when progress is made on said work on reports that
shall be considered as invoices.


o The work must be carried out on a continuous basis, in order to ensure that
it is completed by 30 November 2002.


o The work shall be made available between the parties as of the completion
thereof, pursuant to a report that shall officially note, simultaneously,
the conformity of the building built with the descriptive plans and
estimates filed in support of the application for the building permit and
any additional or rectifying requests.


o The delegated contracting authority will be required to obtain the
certificate of conformity stipulated by the regulations on the building
permit, its expenses and risks.


Given the fact that the Finance-Lessor, the Owner, is the sole owner of the constructions as they are built, the delegated contracting authority has taken note of the following points:


* The building's construction shall be covered by the open policies taken out by Societe Generale with Axa via Gras Savoye, namely, a Damages to the Works policy and a "Constructeur Non Realisateur" policy NO. 37503 5151112 H. It is understood that the Constructeur Non Realisateur policy is taken out on behalf of both the Finance-Lessor, Owner, and the Finance-Lessee, delegated contracting authority.


A note, indicating the main characteristics of the guaranty conditions and limits, as well as the financial conditions, was submitted for information to the delegated contracting authority on all of the aforementioned policies. It is understood that the delegated contracting authority may at any time supplement the guarantees of the policies taken out by Societe Generale with the insurer of its choice.


The delegated contracting authority alone shall be responsible for the actual implementation of the aforementioned policies to cover the construction in question, and it has undertaken:


* to have any measures taken to implement the guarantees and, in
particular:


+ to fill out, under its sole responsibility the "Construction
insurance" questionnaire


+ to furnish, under its sole responsibility, to Gras Savoye, all
useful information on the transaction's technical conditions
(content and value of the existing works and neighbouring works,
aggravations of risks), both prior to the work and during the
project.


+ to monitor and to obtain from Gras Savoye the issuance of the
insurance certificates


+ to send Gras Savoye, on a timely basis, all of the documents
necessary to the implementation of the policies, the list of
which falls below:


- the summary technical description and estimated
cost of the work


- the list of all participants in the construction
work


- the ten-year sinking fund insurance certificates of
the builders, in effect on the date of the beginning
of the work, as well as those of the architect,
project manager, technical study bureau, building
shell firms, foundations, roofing, and
water-tightness firms.
These certificate shall conform to the model
"Appendix E" furnished by the Finance-Lessor in the
letter of commitment, and must:


- Be signed by an insurer, rather than an insurance
broker


- Be valid on the "DROC" [declaration of the start of
work] date


- Refer expressly to the project in question


- Contain a list of the activities covered. The
latter must correspond exactly to those contained in
the contracts corresponding to the lot owned by the
company.


IF THESE CERTIFICATES ARE NOT SUBMITTED AT THE LATEST
TWO MONTHS AFTER RECEIPT, CONSTITUTING AN AGGRAVATION
OF RISK FOR THE INSURER, THE CLIENT MUST PAY AN
ADDITIONAL PREMIUM CORRESPONDING TO 100% OF THE RATE
IN ORDER TO COMPENSATE THIS AGGRAVATION (THE AMOUNT
OF THIS ADDITIONAL PREMIUM WILL BE INCLUDED IN THE
AMOUNT OF THE FINAL PREMIUM).


- the report of receipt and, if applicable, the
lifting of reservations


- the estimate of the total cost of the work


- the final closing of the accounts within two months
after the acceptance of the work; OTHERWISE, GRAS
SAVOYE SHALL BE ENTITLED TO ESTABLISH THE FINAL
PREMIUM BASE BY ADDING 20% TO THE KNOWN PREMIUM BASE.


The amount of the premiums and any increases shall be paid by the Owner to Axa and included in the base for the calculation of the lease's rent amounts (or re-invoiced in addition to the rent amounts).


If there is no insurance policy on the market that is able to cover all construction-related risks, the taking out of these insurance policies cannot, in any manner whatsoever, release the delegated contracting authority, even partially, from the obligation to produce a specific result that it has contracted with the Owner, or any other obligations contracted as Finance-Lessee in this document.


In the event of a loss, the delegated contracting authority must pay any difference between the cost of the complete reconstruction of the works and the amount of the compensation paid by the insurers.


In addition, the delegated contracting authority has undertaken:


* to take out, for its behalf and that of the Owner, the following
insurance policy:


"CONTRACTOR'S ALL RISKS" POLICY, which must satisfy at least
the following conditions:


* Regardless of the cause, and with the exception of
any limitation to the concept of accident, coverage
of work to repair damages of any nature, any
deterioration, destruction, alteration, modification
of appearance, loss, theft, disappearance of an
object or substance, or if the same is rendered
unusable, affecting the property insured, including
the damaged parts resulting from an error and/or
defect in the design of the flow chart, hidden
defect, or a defect involving materials,
construction, connection, or assembly, including fire
or explosion, affecting the building.


* The amount insured must be sufficient to permit a
restoration of the work at any time.


* In particular, the guarantee must not be
conditional upon the setting into motion of the
participants' liability. Moreover, the insurer
undertakes to waive any recourse against the insured
and its insurers.


* Coverage must be acquired throughout the duration
of the work and until the last date of acceptance,
EVEN IN THE CASE OF EARLY TAKING OF POSSESSION OR
STAGGERED ACCEPTANCE, on the basis of the following
clause:


"In case of staggered acceptance, the following shall
remain covered, during the construction: the losses
suffered by the works accepted, the origin of which
is in the work carried out for the construction or
the conversion of the other parts of the
construction. It is understood that this excludes
losses caused by fire, lightning, or explosion to
said works accepted.


It is agreed that the insurer of th ...